Exhibit 4.1

SFX ENTERTAINMENT, INC.

AS ISSUER,

THE GUARANTORS PARTY HERETO

AND

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE AND COLLATERAL AGENT

INDENTURE

Dated as of February 4, 2014

9.625% Second Lien Senior Secured Notes Due 2019

TABLE OF CONTENTS

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INDENTURE dated as of February 4, 2014, among SFX Entertainment, Inc., a Delaware corporation (the “Issuer”), the Guarantors party hereto from time to time and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).  Certain capitalized terms used herein have the respective meanings set forth in Article I hereof

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of (i) the Issuer’s 9.625% Second Lien Senior Secured Notes due 2019, issued on the date hereof and the guarantees thereof by certain of the Issuer’s subsidiaries (the “Initial Securities”) and (ii) if and when issued, an unlimited principal amount of additional 9.625% Second Lien Senior Secured Notes due 2019 that may be offered from time to time subsequent to the Issue Date as provided for in this Indenture and the guarantees thereof by certain of the Issuer’s subsidiaries (the “Additional Securities,” and together with the Initial Securities, the “Securities”):

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01                                         Definitions.

“Acquired Indebtedness” of any particular Person means Indebtedness of any other Person existing at the time such other Person merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such particular Person or assumed by such particular Person in connection with the acquisition of assets from any other Person, and not incurred by such other Person in connection with, or in contemplation of, such other Person merging, consolidated or amalgamated with or into such particular Person or becoming a Restricted Subsidiary of such particular Person or such acquisition.

“Additional Securities Obligations” means Obligations of the Issuer with respect to Additional Securities permitted to be issued under this Indenture which are secured by a Lien on the Collateral equally and ratably with the Initial Securities; provided that (x) such Lien is permitted to be incurred under this Indenture and (y) the Trustee (for the benefit of the Holders of such Additional Securities) executes a joinder agreement to the Collateral Documents in the form attached hereto agreeing to be bound thereby.

“Affiliate” means, with respect to any specified Person any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“After-Acquired Property” means any and all assets or property (other than Excluded Assets) acquired after the Issue Date.

“Applicable Premium” means, with respect to any Securities on any redemption date, the greater of: (1) 1.0% of the principal amount of the Security; or (2) the excess, if any, of (a) the

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present value at such redemption date of (i) the redemption price of the Security at February 1, 2016 (such redemption price being set forth in paragraph 5(c) of the Form of Security set forth in Appendix I to Exhibit A), plus (ii) all required interest payments due on such Security through February 1, 2016 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over (b) the then outstanding principal amount of such Security, as calculated by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate.

“Asset Sale” means any sale, issuance, lease (other than an operating lease entered into in the ordinary course of business), transfer or other disposition by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(1)                                 any Equity Interests of a Restricted Subsidiary, including Pledged Shares (other than directors’ qualifying shares or Equity Interests required by applicable law to be held by a Person other than the Issuer or a Restricted Subsidiary);

(2)                                 all or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary; or

(3)                                 any other assets of the Issuer or any Restricted Subsidiary;

(other than, in the case of clauses (1), (2) and (3) above)

(A)                               a disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary, provided that the transferee shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions in the United States as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the transferee, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

(B)                               (x) a disposition that constitutes a Restricted Payment permitted by Section 4.06 or a Permitted Investment and (y) a disposition of all or substantially all of the assets of the Issuer or any Guarantor in accordance with Section 4.11 or Article V.

(C)                               a disposition of assets in a single transaction or series of related transactions with a Fair Market Value of less than $10.0 million;

(D)                               disposals of obsolete, damaged, surplus or worn out equipment or property or property that is no longer used or useful in the conduct of the business of the Issuer or its Restricted Subsidiaries;

(E)                                any disposition of inventory, goods, fixtures, accounts receivable or other assets in the ordinary course of business;

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(F)                                 any disposition of cash or Cash Equivalents;

(G)                               any lease, assignment, or sublease in the ordinary course of business which does not materially interfere with the business of the Issuer and its Restricted Subsidiaries taken as a whole;

(H)                              the creation of a Lien not prohibited by this Indenture;

(I)                                   any disposition of Capital Stock of or other Investments in an Unrestricted Subsidiary;

(J)                                   surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(K)                              foreclosure, condemnation or similar action on assets;

(L)                                any grant of any license of patents, trademarks, know-how or any other intellectual property in the ordinary course of business which does not materially interfere with the business of the Issuer and its Restricted Subsidiaries taken as a whole (for the avoidance of doubt, other than perpetual licenses of any material intellectual property);

(M)                            the sale or discounting, in each case without recourse and in the ordinary course of business, of accounts receivable arising in the ordinary course of business (x) which are overdue, or (y) which the Issuer or any Restricted Subsidiary, as applicable, may reasonably determine are difficult to collect but only in connection with the compromise or collection thereof consistent with prudent business practice (and not as part of any bulk sale or financing of receivables);

(N)                               to the extent allowable under Section 1031 of the Internal Revenue Code or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Permitted Business; provided that in the case of an exchange of Collateral for property, such property shall be pledged as Collateral of the same priority and in accordance with the Collateral Documents;

(O)                               the issuance of Capital Stock by a Restricted Subsidiary to the Issuer or to another Restricted Subsidiary; provided, that the net proceeds received from such issuance have not been used to make Restricted Payments and are excluded from clauses (C)(2), (3) and (4) of Section 4.06(a);

(P)                                 the sale of any property in a sale-leaseback transaction within six months of the acquisition of such property;

(Q)                               any institution of a proceeding for, or actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset or settlement in lieu of the foregoing; and

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(R)                               sales, transfers and other dispositions of Investments in joint ventures or any Subsidiary of the Issuer that is not a wholly-owned Subsidiary of the Issuer to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in the relevant joint venture arrangements and/or similar binding arrangements.

“Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and certified as 11 U.S.C. Section 101 et seq.

“Bankruptcy Laws” means the bankruptcy laws of the United States and the law of any other jurisdiction relating to bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.

“Bankruptcy Order” means any court order made in a proceeding pursuant to or within the meaning of any Bankruptcy Law, containing an adjudication of bankruptcy or insolvency, or providing for liquidation, winding up, dissolution or reorganization, or appointing a Custodian of a debtor or of all or any substantial part of a debtor’s property, or providing for the staying, arrangement, adjustment or composition of indebtedness or other relief of a debtor.

“Board of Directors” means:

(1)                                 with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2)                                 with respect to a partnership, the board of directors of the general partner of the partnership;

(3)                                 with respect to a limited liability company, the managing member or members, any controlling committee of managing members or other governing body thereof; and

(4)                                 with respect to any Person, the board or committee of such Person serving a similar function.

“Board Resolution” means a copy of a resolution, certified by the Secretary of the Issuer to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than a Saturday or Sunday or other day on which banks in New York, New York (or the city in which the Corporate Trust Office is located), are authorized or required to be closed.

“Capital Lease Obligations” of any Person means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would be required to be capitalized on a balance sheet in accordance with GAAP.  For the avoidance of doubt, Capital Lease Obligations shall not include any former operating leases which become capital leases as a result of any change in lease accounting resulting from or similar in effect to the Exposure Draft,

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Leases, issued by the International Accounting Standards Board (IASB) and the U.S. Financial Accounting Standards Board (FASB) on May 16, 2013.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents (however designated) of such Person’s capital stock, including preferred stock, whether now outstanding or issued after the Issue Date.

“Cash Contributions” means the aggregate amount of cash contributions made to the equity capital of the Issuer or any of its Restricted Subsidiaries described in the definition of “Contribution Debt.”

“Cash Equivalents” means:

(1)                                 United States dollars, Sterling, Swiss Francs, Canadian dollars, euros or any national currency of any participating member state of the economic and monetary union as contemplated in the Treaty on European Union or such local currencies held by the Issuer and its Restricted Subsidiaries from time to time in the ordinary course of business;

(2)                                 securities issued or directly and fully guaranteed or insured by the governments of the United States, United Kingdom, Switzerland, Canada, and members of the economic and monetary union as contemplated in the Treaty on European Union or any agency or instrumentality thereof (provided that the full faith and credit of such government is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

(3)                                 certificates of deposit, demand deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million, in the case of United States banks and $100.0 million (or the non-US equivalent), in the case of non-United States banks, and, in each case, whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized ratings agency);

(4)                                 repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5)                                 commercial paper issued by any Person (other than an Affiliate of the Issuer) having one of the two highest rating categories obtainable from Moody’s or S&P (or equivalent ratings of another internationally recognized ratings agent) in each case maturing within one year after the date of acquisition;

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(6)                                 marketable short-term money market and similar securities having a rating of at least P-1 or A-1 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another Rating Agency) and in each case maturing within one year after the date of acquisition;

(7)                                 readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof with maturities of one year or less from the date of acquisition;

(8)                                 in the case of any Restricted Subsidiary with operations outside the United States, demand or time deposit accounts used by such Restricted Subsidiary in the ordinary course of business with reputable commercial banks located in the jurisdiction of such operations; and

(9)                                 investments in money market or mutual funds which invest at least 95% of their assets in Cash Equivalents of the types described in clauses (1) through (8) of this definition.

“Casualty” means any casualty, loss, damage, destruction or other similar loss with respect to real or personal property or improvements.

“Change of Control” means the occurrence of, after the Issue Date, any of the following events:

(1)                                 any “person” or “group” as such terms are used in Sections 13(d) and 14(d) of the Exchange Act including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) other than one or more Permitted Holders is or becomes in a single transaction or a series of related transactions the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), by way of merger, consolidation or other business combination or purchase of 50% or more of the total voting power of the Voting Stock of the Issuer (directly or indirectly through the voting stock of any Parent Entity);

(2)                                 the adoption of a plan relating to the liquidation or dissolution of the Issuer;

(3)                                 the sale, lease, transfer or other conveyance, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person (other than a Restricted Subsidiary or one or more Permitted Holders) in a transaction in which, immediately after the consummation thereof, Persons

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beneficially owning, directly or indirectly, Voting Stock representing 50% or more of the total voting power of the Voting Stock of the Issuer immediately prior to such consummation do not beneficially own, directly or indirectly, Voting Stock representing 50% or more of the total voting power of the Voting Stock of the Issuer or the surviving or transferee person; or

(4)                                 during any period of 12 consecutive months a majority of the members of the Board of Directors of the Issuer are not Continuing Directors.

“Collateral” means substantially all of the assets owned directly by either the Issuer or any Guarantor (other than Excluded Assets), whether owned on the Issue Date or acquired thereafter.

“Collateral Agent” means U.S. Bank National Association, or any other financial institution that serves as the collateral agent under the Collateral Documents.

“Collateral Documents” means the Second Lien Collateral Agreement, the Mortgages, the Intercreditor Agreement (once executed) and each other agreement, deed of trust, instrument, document, pledge or filing executed in connection with granting or otherwise evidencing a Lien on the Collateral in favor of the Collateral Agent for the benefit of the Holders.

“Condemnation” means any taking by a governmental authority of property or assets, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner.

“Condemnation Award” means all proceeds of any Condemnation or transfer in lieu thereof.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income (Loss) of such Person and its Restricted Subsidiaries for such period:

(a)                                 increased (to the extent deducted and not added back in determining Consolidated Net Income (Loss)) by the sum of:

(1)                                 deferred lease expenses of such Person and its Restricted Subsidiaries for such period;

(2)                                 all income taxes of such Person and its Restricted Subsidiaries paid or accrued in accordance with GAAP for such period;

(3)                                 Consolidated Interest Expense of such Person and its Restricted Subsidiaries for such period;

(4)                                 depreciation expense of such Person and its Restricted Subsidiaries for such period;

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(5)                                 amortization expense of such Person and its Restricted Subsidiaries for such period including amortization of capitalized debt issuance costs;

(6)                                 any income attributable to the minority interest of third parties in any non-wholly owned Restricted Subsidiary of such Person;

(7)                                 any fees, expenses, charges or premiums relating to any issuance of Equity Interests or any Investment, acquisition, disposition or recapitalization, or any issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), including, without limitation any fees, expenses or charges related to the offering of the Initial Securities;

(8)                                 the amount which the Issuer reasonably believes in good faith will be recovered by the Issuer or any Restricted Subsidiaries pursuant to a claim made or to be made under enforceable insurance policies in existence as of the date of loss and issued by solvent carriers, for business interruption or other losses or damages suffered by the Issuer or any of its Restricted Subsidiaries; provided, however, that (i) such losses or damages have reduced Consolidated Net Income for the period during which such loss or damage occurred, (ii) such insurance proceeds will comprise or replace such losses or damages and (iii) the amount included in Consolidated EBITDA shall not exceed the total of such losses or damages; provided, further, that such amounts were identified and quantified in good faith in an Officers’ Certificate delivered to the Trustee at the time of any calculation of Consolidated EBITDA and the insurance carrier has not denied or indicated it intends to deny such claim and provided, further, that such amounts shall be excluded in the period they are actually received; and

(9)                                 any other non-cash charges of such Person and its Restricted Subsidiaries for such period (including, without limitation, non-cash expenses, impairments, charges, write-offs and write-downs recognized in accordance with FASB ASC Topic 715), all determined on a consolidated basis in accordance with GAAP; and

(b)                                 increased (without duplication) by the sum of:

(1)                                 Pro Forma Cost Savings; and

(2)                                 the effects of incremental contributions to EBITDA that the Issuer reasonably believes in good faith could have been realized or achieved from the guaranteed payments provided under one or more Qualified Marketing Agreements entered into during the relevant period had such Qualified Marketing Agreements been effective as of the beginning of such relevant period; provided, however, that such incremental contributions were reasonably identifiable and quantified in good faith in an Officers’ Certificate delivered to the Trustee at the time of any calculation of Consolidated EBITDA.

“Consolidated Interest Expense” of any Person means, without duplication, for any period, as applied to any Person:

(1)                                 the sum of:

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(a)                                 the aggregate of the interest expense on Indebtedness of such Person and its consolidated Restricted Subsidiaries for such period, on a consolidated basis, including, without limitation:

(i)             amortization of debt discount;

(ii)          the net cost under Interest Rate Protection Agreements (including amortization of discounts);

(iii)       the interest portion of any deferred payment obligation; and

(iv)      accrued interest;

but excluding (A) the amortization or write-off of deferred financing fees and debt issuance costs, (B) any commissions, fees and expenses related to financings, and (C) the accretion or accrual of discounted liabilities not constituting Indebtedness; plus

(b)                                 dividends declared and paid or payable in cash or Redeemable Capital Stock in respect of all Redeemable Capital Stock of the Issuer or a Restricted Subsidiary held by Persons other than the Issuer or a Restricted Subsidiary; provided, however, that such dividends will be multiplied by a fraction the numerator of which is one and the denominator of which is one minus the effective combined tax rate of the issuer of such stock (expressed as a decimal) for such period (as estimated by the Chief Financial Officer of the Issuer in good faith); plus

(c)                                  the interest component of the Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued by such Person and its consolidated Restricted Subsidiaries during such period (other than any contingent rent paid on Capital Lease Obligations that is deemed to be interest for purposes of GAAP), minus

(2) the interest income (exclusive of deferred financing fees) of such Person and its consolidated Restricted Subsidiaries during such period, in each case as determined in accordance with GAAP consistently applied.

“Consolidated Net Income (Loss)” means, with respect to any specified Person for any period, the aggregate of the net income (or loss) of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that:

(1)                                 the net income or loss of any Person that is not a Restricted Subsidiary shall be included only to the extent of the amount of dividends, distributions or other payments paid in cash to the specified Person or a Restricted Subsidiary thereof;

(2)                                 solely for the purposes of calculating Consolidated Net Income (Loss) for determining whether a Restricted Payment may be made pursuant to the Section 4.06(a), the net income of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that net income is not at the date of determination permitted without any prior

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governmental approval (that has not been obtained or, with respect to Foreign Subsidiaries that are Restricted Subsidiaries, in the good faith belief of the Issuer could be obtained in the ordinary course of business but shall be excluded to the extent such approval is subsequently not received) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders;

(3)                                 the cumulative effect of a change in accounting principles shall be excluded;

(4)                                 any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (a) any sale of assets outside the ordinary course of business of such Person or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries shall be excluded;

(5)                                 any extraordinary or nonrecurring expense, charge, income, gain or loss or, together with any related provision for taxes on such extraordinary or nonrecurring expense, charge, income, gain or loss shall be excluded;

(6)                                 any non-cash goodwill or intangible asset impairment charges resulting from the application of FASB ASC Topic 805 and FASB ASC Topic 350, as applicable, and non-cash charges relating to the amortization of intangibles resulting from the application of FASB ASC Topic 805 and FASB ASC Topic 350, as applicable, shall be excluded;

(7)                                 any charges related to restructuring, debt retirement, extinguishment of Hedging Obligations, losses on disposal of discontinued operations, losses arising from lease dispositions and costs and expenses arising from the offering of the Initial Securities shall be excluded;

(8)                                 all non-cash expenses related to stock-based compensation plans or other noncash compensation, including stock option non-cash expenses, shall be excluded;

(9)                                 the calculation of Consolidated Net Income (Loss) will not give effect to, without duplication, any deduction for (a) any increased amortization, depreciation or cost of sales resulting from the write-up of assets pursuant to FASB ASC Topic 805 and FASB ASC Topic 350, and (b) any nonrecurring charges relating to any premium or penalty paid, write-off of deferred financing costs or other financial recapitalization charges in connection with redeeming or retiring any Indebtedness prior to its Stated Maturity; and

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(10)                          unrealized gains and losses relating to hedging transactions and mark-to-market of Indebtedness denominated in foreign currencies resulting from the application of FASB ASC Topic 830 shall be excluded.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

(1)                                 was a member of such Board of Directors at the date of the commencement of such period; or

(2)                                 was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors (excluding any individual whose initial nomination for, or assumption of office as, a member of that Board of Directors occurs as a result of an actual (or threatened) solicitation of proxies or consents for the election or removal of one or more directors by any person or group other than a solicitation for the election of one or more directors by or on behalf of the Board of Directors) who were members of such Board of Directors at the time of such nomination or election.

“Contribution Debt” means Indebtedness of the Issuer or any Restricted Subsidiary in an aggregate principal amount, together with any Indebtedness refinancing such Indebtedness, not greater than the aggregate amount of Cash Contributions made to the equity capital of the Issuer or such Restricted Subsidiary (other than by a Subsidiary of the Issuer) after the Issue Date, to the extent such net cash proceeds or cash have not been applied to make Restricted Payments and are excluded from clauses (c)(2), (3) and (4) of Section 4.06(a);” provided that such Contribution Debt:

(a)                                 is incurred within 180 days after the making of such Cash Contributions; and

(b)                                 is designated as Contribution Debt pursuant to an Officers’ Certificate signed by an officer or director of the Issuer no later than the date incurred.

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date of execution of this Indenture is located at 190 S. LaSalle Street, 10th Floor, Chicago, IL 60603, Attention: Global Corporate Trust & Escrow Services.

“Credit Facilities” means one or more (i) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit, including without limitation, the Revolving Credit Facility, (ii) debt securities, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances), or (iii) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended,

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restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Currency Hedging Obligations” means the obligations of any Person pursuant to an arrangement designed to protect such Person against fluctuations in currency exchange rates.

“Custodian” means any receiver, interim receiver, receiver and manager, trustee, assignee, liquidator, sequestrate or similar official under any Bankruptcy Law or any other person with like powers.

“Default” means any event which is, or after notice or the passage of time or both, would be, an Event of Default.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Disinterested Member” means, with respect to any transaction or series of related transactions, a member of the Board of Directors who does not have a material direct or indirect financial interest in such transaction or series of transactions.  For the avoidance of doubt, a member of the Board of Directors (i) being an officer, director, trustee, member of a supervisory, executive or management board or employee of a Person or a parent of such Person or (ii) owning equity of such Person or a parent of such Person in an amount that does not exceed 5% of the outstanding equity of such Person or such parent (or any combination of clauses (i) and (ii)) shall not cause such member to be deemed to have a direct or indirect financial interest in a transaction or series of related transactions with such Person or such parent.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary that is not a Foreign Subsidiary.

“DTC” means The Depository Trust Company, a New York corporation, and its successors.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Equity Offering” means a public or private sale for cash by the Issuer (the proceeds of which have been contributed to the Issuer) of Capital Stock (other than Redeemable Capital Stock), or options, warrants or rights with respect to such Person’s Capital Stock (other than Redeemable Capital Stock), other than public offerings with respect to such Person’s Capital Stock (other than Redeemable Capital Stock), or options, warrants or rights, registered on Form S-4 or S-8.

“Event of Loss” means, with respect to any Collateral, any (1) Casualty of such Collateral, (2) Condemnation or seizure (other than pursuant to foreclosure or confiscation or

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requisition of the use of such Collateral) or (3) settlement in lieu of clause (2), of assets in a single transaction or series of related transactions having a Fair Market Value in excess of $5.0 million.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means the following assets of the Issuer and the Guarantors: (1) any assets or Equity Interests to the extent such assets or Equity Interests are subject to a Lien permitted by clause (8), (14), (18), (19), (20), (23), (24), (25), (27), (32) or (35) of the definition of Permitted Liens, or to any extension or renewal of any such Lien that is permitted by this Indenture, but only to the extent that (and for so long as) the documentation relating to such Lien or the obligations secured thereby prohibits such assets from being Collateral; (2) (a) any Voting Stock of a Foreign Subsidiary in excess of 65% of the voting rights of all outstanding Voting Stock of such Foreign Subsidiary, and (b) any Capital Stock of a Person that is not a Subsidiary of the Issuer to the extent that a pledge of such Capital Stock is prohibited by such Person’s organizational documents, any shareholders’ agreement or similar agreement relating to such Capital Stock; (3) (a) any real property owned on the Issue Date or acquired by either the Issuer or any Guarantor after the Issue Date with a Fair Market Value of $5.0 million or less at the time of such acquisition, (b) any real property located outside the United States and (c) all of the Issuer’s and the Guarantors’ right, title and interest in any leasehold or other non-fee simple interest in any real property; (4) assets located outside the United States, to the extent a Lien on such assets cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuer or the Guarantors; (5) aircraft, motor vehicles and other assets subject to certificates of title to the extent that a Lien therein cannot be perfected by the filing of UCC financing statements in the jurisdictions of organization of the Issuer and the Guarantors; (6) any property, right or interest to the extent that the grant of a security interest therein would violate applicable law, require a consent not obtained of any governmental authority, or constitute a breach or default under, or result in the termination of or require a consent not obtained under, any contract, lease, license or other agreement evidencing, giving rise to or relating to such property, right or interest, or result in the invalidation thereof or provide any party thereto with a right of termination; (7) certain commercial tort claims; and (8) any intent-to-use trademark or service mark application to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark or service mark application under applicable federal law.

Proceeds from the sale or other disposition of any of the foregoing Excluded Assets shall not be Excluded Assets to the extent that the assignment of such proceeds is not prohibited or to the extent not otherwise required to be paid to the holder of the Indebtedness secured by such Excluded Asset.

(A)         If perfecting any Lien to secure the Securities Obligations and any Pari Passu Lien Indebtedness on any Collateral that consists of rights that are licensed or leased from a third party requires the consent of such third party pursuant to the terms of an applicable license or lease agreement, and such terms are enforceable under applicable law, and (B) with respect to any consent of the type described in clause (7) of the definition of “Excluded Assets” above, the Issuer or the Guarantors, as the case may be, will use all commercially reasonable efforts to obtain such consent with respect to the perfecting of such Lien.

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“Fair Market Value” means, with respect to any asset or property, the sale value that would be obtained in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy.

“First Lien Collateral Agent” means the financial institution that serves as first priority collateral agent under the Intercreditor Agreement.

“First Priority Lien Obligations” means (i) any Credit Facilities that are secured by a first priority Permitted Lien incurred or deemed incurred pursuant to clause (2) of the definition of “Permitted Liens,” (ii) all other Obligations (not constituting Indebtedness) of the Issuer and its Restricted Subsidiaries under the agreements governing any Credit Facilities secured by a first priority Permitted Lien incurred or deemed incurred pursuant to clause (2) of the definition of “Permitted Liens” and (iii) all other Obligations of the Issuer or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in clause (i) or Obligations described in clause (ii) or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of such cash management services.

“Foreign Subsidiary” means, with respect to any Person, (i) each Subsidiary of such Person that is not organized under the laws of the United States or any subdivision thereof, (ii) each Subsidiary of such Person all or substantially all the assets of which consist of shares of Capital Stock or ownership interests of one or more Subsidiaries described in clause (i) above and (iii) any Subsidiary of any Subsidiary described in clause (i) or (ii) above.

“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in the United States as in effect on the Issue Date, consistently applied.

“Government Securities” means direct obligations (or certificates representing an ownership interest in such obligations) of, or obligations guaranteed by, the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Guarantee” means, with respect to any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person:

(1)                                 to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

(2)                           entered into for purposes of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “guarantee” shall not include endorsements for collection or

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deposit in the ordinary course of business.  The term “guarantee” used as a verb has a corresponding meaning.

“Guaranteed Indebtedness” of any Person means, without duplication, all Indebtedness of any other Person referred to in the definition of Indebtedness and all dividends of other Persons for the payment of which, in either case, such Person is directly or indirectly responsible or liable as obligor, guarantor or otherwise.

“Guarantor” means each Restricted Subsidiary of the Issuer that provides a Guarantee of the Securities on the Issue Date and any other Restricted Subsidiary of the Issuer that provides a Guarantee of the Securities in accordance with this Indenture; provided that, in each case, upon the release or discharge of such Subsidiary from its Guarantee thereof in accordance with this Indenture, such entity shall cease to be a Guarantor.

“Hedging Obligation” of any Person means any Currency Hedging Obligation designed to protect the Issuer or any of its Restricted Subsidiaries from fluctuations in currency exchange rates and not to speculate on such fluctuations and any obligations of such Person pursuant to any Permitted Interest Rate Protection Agreement.

“Holder” means the Person in whose name a Security is registered on the Security register described in Section 2.04 as the registered holder of any Security.

“Incur” means, with respect to any Indebtedness of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), assume, Guarantee or become liable in respect of such Indebtedness (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation (including, without limitation, preferred stock, temporary equity, mezzanine equity or similar classification or operating lease) of such Person that exists at such time, and is not theretofore classified as Indebtedness, becoming Indebtedness shall not be deemed an Incurrence of such Indebtedness; provided, further, however, that any Indebtedness or other obligations of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and provided, further, however, that neither the accrual of interest or dividends nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Redeemable Capital Stock or preferred stock in the form of additional shares of the same class of stock will be considered an Incurrence of Indebtedness or an issuance of Redeemable Capital Stock or preferred stock; provided in each case the amount of interest in the form of additional Indebtedness is included in Consolidated Interest Expense and Indebtedness of such Person as accrued to the extent required by the definitions thereof.

“Indebtedness” means, with respect to any Person, without duplication:

(1)                                 all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services, excluding any trade payables and other accrued current liabilities Incurred in the ordinary course of business, but including, without limitation, all obligations of such Person

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in connection with any letters of credit and acceptances issued under letter of credit facilities, acceptance facilities or other similar facilities, now or hereafter outstanding;

(2)                                 all obligations of such Person evidenced by bonds, notes, debentures or other similar instruments;

(3)                                 all indebtedness referred to in clauses (1) and (2) above of other Persons, the payment of which is secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; provided that the amount of such Indebtedness will be the lesser of (A) the Fair Market Value of such property at such date of determination and (B) the amount of such Indebtedness;

(4)                                 all Guaranteed Indebtedness of such Person;

(5)                                 all obligations under Interest Rate Protection Agreements of such Person (the amount of any such Interest Rate Protection Agreement to be equal at any time to either (a) zero if such Interest Rate Protection Agreement is incurred pursuant to clause (4) of the definition of Permitted Indebtedness or (b) the mark-to-market value of such Interest Rate Protection Agreement if not incurred pursuant to such clause or, if the mark-to-market value is not available at such time, the close-out amount that would be payable by such specified Person (or if no amount would be payable, zero) pursuant to such Interest Rate Protection Agreement as a result of early liquidation or termination;

(6)                                 the net amount owing under all Currency Hedging Obligations of such Person (the amount of any such Currency Hedging Obligation to be equal at any time to either (a) zero if such Currency Hedging Obligation is incurred pursuant to clause (8) of the definition of Permitted Indebtedness or (b) the mark-to-market value of such Currency Hedging Obligation if not incurred pursuant to such clause or, if the mark-to-market value is not available at such time, the close-out amount that would be payable by such specified Person (or if no amount would be payable, zero) pursuant to such Currency Hedging Obligation as a result of early liquidation or termination); and

(7)                                 all Capital Lease Obligations of such Person.

Notwithstanding anything in this Indenture to the contrary, the calculation of Indebtedness shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” or any successor thereto (including pursuant to the Accounting Standards

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Codification), to value any Indebtedness of the Issuer or any Subsidiary at “fair value,” as defined therein.  For the avoidance of doubt, Indebtedness does not include any liability for United States federal, state, local, foreign or other taxes owed or owing by the Issuer or any of its Restricted Subsidiaries.

“Independent Financial Advisor” means an independent accounting, appraisal or investment banking firm or consultant, (i) in the case of real estate or in foreign jurisdictions, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged and (ii) in each other case, of nationally recognized standing and in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

“Intellectual Property” means all United States and non-United States trademarks, service marks, logos, designs, trade names, internet domain names and corporate names, and the goodwill of the business connected therewith and symbolized thereby, patents, registered designs, copyrights, computer software and databases, whether or not registered, web sites and web pages and related items (and all intellectual property and proprietary rights incorporated therein) and all other trade secrets, research and development, formulae, know-how, rights of publicity, moral rights, proprietary and intellectual property rights and information, including all grants, registrations and applications relating thereto.

“Intercreditor Agreement” means the intercreditor agreement to be entered into among U.S. Bank National Association as the Collateral Agent and the First Lien Collateral Agent, the Issuer and each Guarantor, substantially on the terms set forth in Exhibit E hereto, as may be amended, restated, supplemented or modified from time to time, including to add other parties holding, or representing holders of, First Priority Lien Obligations or Pari Passu Lien Indebtedness.

“Interest Coverage Ratio” of any Person means, for any period, the ratio of Consolidated EBITDA to Consolidated Interest Expense for such period; provided that, in making such computation:

(1)                                 if the Issuer or any Restricted Subsidiary:

(a)           has Incurred any Indebtedness subsequent to the commencement of the period for which the Interest Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Interest Coverage Ratio is made, then the Interest Coverage Ratio will be calculated giving pro forma effect to such Incurrence of Indebtedness and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be:

(i)  the average daily balance of such Indebtedness during such period or such shorter period for which such facility was outstanding; or

(ii) if such facility was created after the end of such period, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation);

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and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

(b)           has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Interest Coverage Ratio involves a repayment, repurchase, defeasance or other discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2)                                 the Consolidated Interest Expense attributable to interest on any Indebtedness computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period;

(3)                                 with respect to any Indebtedness which bears, at the option of such Person, a fixed or floating rate of interest, such Person shall apply, at its option, either the fixed or floating rate;

(4)                                 acquisitions or Investments that have been made by the specified Person or any of its Restricted Subsidiaries (and by any Person so acquired), including through mergers or consolidations and including any related financing transactions, during the period or subsequent to such period and on or prior to the date on which the Interest Coverage Ratio is being calculated will be given pro forma effect as if they had occurred on the first day of the period and Consolidated EBITDA for such period will be calculated on a pro forma basis giving effect to any Pro Forma Cost Savings; and

(5)           operations or businesses disposed of prior to the date on which the Interest Coverage Ratio is being calculated will be deemed to have been disposed of on the first day of the period and the Consolidated EBITDA and Consolidated Interest Expense (to the extent that the obligations giving rise to such Consolidated Interest Expense will not be obligations of the specified Person or any of its Restricted Subsidiaries following the date on which the Interest Coverage Ratio is being calculated) attributable to discontinued operations, as determined in accordance with GAAP, will be excluded.

“Interest Rate Protection Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement designed to protect the Issuer or any of its Restricted Subsidiaries against fluctuations in interest rates or for the purpose of fixing, hedging or swapping interest rates.

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“Investment” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (including guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by such Person, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (excluding in each case prepaid expenses, deposits or advance payments (including construction advances), accounts receivable, credit card and debit card receivables, trade credit and advances to customers made in the ordinary course of business and residual liabilities with respect to assigned leaseholds).

If the Person or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Person such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Person, then the Person shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of.  Without duplication, the acquisition by the Person or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Person or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person on the date of such acquisition.

“Issue Date” means February 4, 2014.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell, give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, provided that in no event shall an operating lease be deemed to constitute a Lien.

“Maximum Credit Facility Obligation Amount” means an amount not to exceed (a) the greater of (i) $30.0 million and (ii) 100.0% of Consolidated EBITDA for the four quarter period ending immediately prior to the date of calculation plus (b) all interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Issuer or the Guarantors, would have accrued, whether or not a claim is allowed against such Issuer or Guarantor for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or other amounts owed to the lenders under Credit Facilities, under any document related to Credit Facilities and all Hedging Obligations related thereto.

“Maturity” means, with respect to any Security, the date on which the principal of such Security becomes due and payable as provided in such Security or this Indenture, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof

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“Mortgages” means mortgages in favor of the Collateral Agent on behalf of the Holder encumbering real property, whether now owned or hereafter acquired, of the Issuer and the Guarantors.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the proceeds in the form of cash or Cash Equivalents of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).

“Net Loss Proceeds” means, with respect to any Event of Loss, the proceeds (excluding any business interruption or similar insurance proceeds) in the form of (a) cash or Cash Equivalents and (b) insurance proceeds from Condemnation Awards or damages awarded by any judgment, in each case received by the Issuer or any of its Restricted Subsidiaries from such Event of Loss, net of:

(1)                                 the out-of-pocket expenses and fees relating to such Event of Loss (including without limitation legal, accounting and appraisal or insurance adjuster fees);

(2)                                 taxes paid or payable after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3)                                 any repayment of Indebtedness that is secured by the property or assets that are the subject of such Event of Loss or that is required to be repaid as a result of such Event of Loss;

(4)                                 amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning an interest in the assets subject to the Event of Loss or having a Lien thereon (including, in the case of an Event of Loss at a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted Subsidiary);

(5)                                 appropriate amounts to be provided by the Issuer or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Event of Loss or the property subject thereto and retained by the Issuer or any Restricted Subsidiary, as the case may be, after such Event of Loss, including, without limitation, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Event of Loss; and

(6)                                 all out-of-pocket expenditures made by the Issuer or any of its Restricted Subsidiaries in order to rebuild or repair damaged assets that are the subject of such Event of Loss.

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“Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the costs relating to such Asset Sale, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses incurred as a result thereof, (2) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements directly related to such Asset Sale), (3) amounts (i) required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or (ii) required to be paid as a result of such sale, (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) amounts required to be paid to any Person (other than the Issuer or any Restricted Subsidiary) owning an interest in the assets subject to such Asset Sale (including, in the case of an Asset Sale by a Restricted Subsidiary, payments to holders of Equity Interests in such Restricted Subsidiary) and (6) appropriate amounts to be provided by the Issuer or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, tax liabilities, pension and other postemployment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, will, in the case of each of subclauses (a) and (b), at that time become Net Proceeds.

“Net Senior Secured Indebtedness” of any Person means, as of any date of determination, (a) the aggregate amount of Senior Indebtedness secured by a Lien (other than Hedging Obligations and Capital Lease Obligations and any Senior Indebtedness of the type described in clause (10), (11), (15), (16) or (17) of the definition of “Permitted Indebtedness”) of the Issuer and its Restricted Subsidiaries as of such date, less (b) cash and Cash Equivalents of the Issuer and its Restricted Subsidiaries as of such date, in each case determined on a consolidated basis in accordance with GAAP.

“Net Senior Secured Leverage Ratio” of any Person means, for any period, the ratio of (1) Net Senior Secured Indebtedness of such Person and its Restricted Subsidiaries as of the date of determination to (2) Consolidated EBITDA of such Person and its Restricted Subsidiaries for the four fiscal quarters for which internal financial statements are available immediately preceding the date of determination; in each case with such pro forma adjustments to Net Senior Secured Indebtedness and Consolidated EBITDA as are appropriate and consistent with the pro forma adjustments provisions set forth in the definition of Interest Coverage Ratio.

“Note Obligations” means the Obligations of the Issuer and the Guarantors under the Securities and the Indenture, including without limitation, all expenses of the Trustee and the Collateral Agent (or agent or sub-agent thereof) under the Indenture, the Securities or the Collateral Documents, to which such agents have a right to reimbursement.

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“Obligations” means any principal (including reimbursement obligations and guarantees), premium, if any, interest (including interest accruing on or after the filing of, or which would have accrued but for the filing of, any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), penalties, fees, expenses, indemnifications, reimbursements, claims for rescission, damages, gross-up payments and other liabilities payable under the documentation governing any Indebtedness or otherwise.

“Offering Memorandum” means the Offering Memorandum of the Issuer dated January 31, 2014 with respect to the offering of the Initial Securities by the Issuer.

“Officer” means, with respect to any Person, the Chairman of the Board, the Vice-Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, Chief Accounting Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person.

“Officers’ Certificate” means a certificate signed by any two Officers of the Issuer.

“Opinion of Counsel” means a written opinion of legal counsel to the Issuer or any other Person, in each case, reasonably satisfactory to the Trustee (who may be legal counsel to or an employee or officer of the Issuer).

“Parent Entity” means any Person that is a direct or indirect parent company of the Issuer.

“Pari Passu Collateral Liens” means Liens on any Collateral, ranking pari passu with the Liens on such Collateral securing the Securities or the Guarantees thereof, as the case may be.

“Pari Passu Lien Indebtedness” means any Indebtedness of the Issuer or any Guarantors (including Indebtedness constituting Additional Securities Obligations or Guarantees thereof) that is secured by Pari Passu Collateral Liens; provided that (i) except in the case of Additional Securities Obligations or Guarantees thereof, the trustee or agent for such Pari Passu Lien Indebtedness executes a joinder agreement to the Second Lien Collateral Agreement in the form attached thereto or otherwise reasonably acceptable to the Collateral Agent agreeing to be bound thereby, and (ii) the Issuer has designated such Indebtedness as Pari Passu Lien Indebtedness under the Second Lien Collateral Agreement.

“Permitted Business” means any business, service or activity conducted by the Issuer and its Restricted Subsidiaries on the Issue Date and other businesses, services or activities reasonably related, ancillary, incidental, or complementary thereto or extensions thereof.

“Permitted Holder” means each of Robert F.X. Sillerman, Sheldon Finkel, Howard Tytel, Richard Rosenstein, Chris Stephenson, Joseph F. Rascoff, Mitchell Slater, Timothy J. Crowhurst and Robert Damon and one or more entities (including investment partnerships) controlled by one or more of them.

“Permitted Indebtedness” means the following:

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(1)                                 Indebtedness of the Issuer in respect of the Securities and Indebtedness of the Guarantors in respect of the Guarantees of the Securities, in each case issued on the Issue Date;

(2)                                 Indebtedness of the Issuer or any Guarantor under the Credit Facilities together with the guarantees thereunder and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount at any one time outstanding that does not exceed the Maximum Credit Facility Obligation Amount;

(3)                                 Indebtedness or Redeemable Capital Stock of the Issuer or any of its Restricted Subsidiaries outstanding on the Issue Date (other than Indebtedness under the Revolving Credit Facility or the Securities and related Guarantees);

(4)                                 Indebtedness of the Issuer or any of its Restricted Subsidiaries consisting of or related to Permitted Interest Rate Protection Agreements;

(5)                                 Indebtedness of the Issuer or any of its Restricted Subsidiaries to any one or the other of them, provided that in the case of any Indebtedness of the Issuer or a Guarantor, such Indebtedness will be unsecured and subordinated in right of payment to the Securities or such Guarantor’s Guarantee thereof;

(6)                                 Permitted Refinancing Indebtedness Incurred in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness that was permitted by this Indenture to be Incurred under Section 4.05(a) or clauses (1), (3), (6), (12), (14), (20) and (21) of this definition of “Permitted Indebtedness”;

(7)                                 Indebtedness of any Guarantor Incurred in connection with the Guarantee of any Indebtedness of the Issuer or the Guarantors Incurred in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation, then the related Guarantee shall be subordinated, substantially to the same extent, in right of payment to the Guarantee of the Securities;

(8)                                 Indebtedness consisting of or related to Currency Hedging Obligations designed to protect the Issuer or any of its Restricted Subsidiaries from fluctuations in currency exchange rates (or to reverse or amend any such agreements previously made for such purposes) and not to speculate on such fluctuations (as determined in good faith by the Board of Directors or Senior Management);

(9)                                 Capital Lease Obligations of the Issuer or any of its Restricted Subsidiaries;

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(10)                          Indebtedness of the Issuer or any of its Restricted Subsidiaries in connection with one or more standby letters of credit or performance bonds issued in the ordinary course of business or pursuant to self-insurance obligations;

(11)                          Indebtedness represented by property, liability and workers’ compensation insurance (which may be in the form of letters of credit);

(12)                          Acquired Indebtedness, Indebtedness or Redeemable Capital Stock, which, in the case of Indebtedness or Redeemable Capital Stock, is Incurred reasonably contemporaneously to finance an acquisition, merger, consolidation or amalgamation; provided that such Indebtedness or Redeemable Capital Stock, if Incurred by the Issuer, would be in compliance with Section 4.05(a) or immediately after giving effect to the Incurrence of such Indebtedness or Redeemable Capital Stock on a pro forma basis the Issuer’s Interest Coverage Ratio for the four full fiscal quarters immediately preceding such Incurrence for which internal financial statements are available would be equal to or greater than the Interest Coverage Ratio immediately prior to such Incurrence;

(13)                          Indebtedness of the Issuer or any of its Restricted Subsidiaries incurred in connection with a Guarantee that constitutes a Permitted Investment;

(14)                          Indebtedness or Redeemable Capital Stock of Restricted Subsidiaries that are not Guarantors; provided, however, that the aggregate principal amount of Indebtedness or Redeemable Capital Stock Incurred under this clause (14), when aggregated with the principal amount of all other Indebtedness or Redeemable Capital Stock then outstanding and Incurred pursuant to this clause (14), does not exceed the greater of $20.0 million and 2.50% of Total Assets at the time of Incurrence;

(15)                          Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earn outs or, in each case, similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any Restricted Subsidiary pursuant to such agreements, in any case Incurred in connection with the disposition or acquisition of any business, assets or Capital Stock of a Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock of a Restricted Subsidiary for the purpose of financing such acquisition);

(16)                          Indebtedness of the Issuer or any Restricted Subsidiary arising from (i) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence, (ii) bankers’ acceptances,

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performance, surety, judgment, appeal or similar bonds, instruments or obligations, (iii) VAT or other tax guarantees in the ordinary course of business, (iv) self-insurance obligations or captive insurance company obligations of the financing of insurance premiums in the ordinary course of business and (v) any customary cash management, cash pooling or netting or setting off arrangements;

(17)                          Indebtedness of the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence;

(18)                          Indebtedness of the Issuer or any Restricted Subsidiary to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Securities pursuant to Article VIII;

(19)                          Indebtedness of the Issuer or any Restricted Subsidiary in respect of endorsements made in connection with the deposit of items for credit or collection in the ordinary course of business;

(20)                          Purchase Money Indebtedness not to exceed $10.0 million at any time outstanding;

(21)                          Contribution Debt;

(22)                          Indebtedness of the Issuer or any of its Restricted Subsidiaries to an Unrestricted Subsidiary for money borrowed; provided that such Indebtedness is unsecured and subordinated in right of payment to the Securities and the Weighted Average Life of such Indebtedness is greater than the Weighted Average Life of the Securities;

(23)                          Indebtedness of the Issuer or any Restricted Subsidiary Incurred in connection with the preparation, staging, promotion, ticketing or execution of one or more musical, theatrical or other entertainment concerts, festivals or similar events (i) with a term of not more than one year, (ii) pursuant to arrangements under which such Indebtedness will be repaid out of ticket and other revenue derived from such events and (iii) in an aggregate principal amount at any time outstanding for all such events not to exceed $2.0 million at any one time outstanding; and

(24)                          Indebtedness or Redeemable Capital Stock of the Issuer and Indebtedness, Redeemable Capital Stock or Preferred Stock of any of its Restricted Subsidiaries not otherwise permitted to be Incurred pursuant to clauses (1) through (23) above in an aggregate principal amount (or in the case of

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Redeemable Capital Stock or Preferred Stock, an aggregate liquidation preference), together with any other Indebtedness, Redeemable Capital Stock or Preferred Stock Incurred pursuant to this clause (24), not to exceed the greater of $20.0 million and 2.5% of Total Assets at any time outstanding.

“Permitted Interest Rate Protection Agreements” means, with respect to any Person, Interest Rate Protection Agreements designed to protect such Person against fluctuations in interest rates or for the purpose of fixing, hedging or swapping interest rates (or to reverse or amend any such agreements previously made for such purposes) and not for speculative purposes.

“Permitted Investment” means an Investment by the Issuer or any Restricted Subsidiary in:

(1)                                 (a)  the Issuer, (b) a Restricted Subsidiary or (c) a Person that will, upon the making of such Investment, become a Restricted Subsidiary and any Investment held by such Person; provided that in the case of clause (c), (x) the primary business of such Restricted Subsidiary is a Permitted Business and (y) to the extent the Investment in such Person is a transfer to such Person of Collateral, such Person will become a Guarantor and the transferee shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions in the United States as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the transferee, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the Uniform Commercial Code or other similar statute or regulation of the relevant states or jurisdictions;

(2)                                 another Person if as a result of such Investment such other Person is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary and any Investment held by such Person, provided that such Investment was not acquired by such Person in contemplated of such acquisition; provided, however, that such Person’s primary business is a Permitted Business;

(3)                                 cash and Cash Equivalents;

(4)                                 receivables owing to the Issuer or any Restricted Subsidiary if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

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(5)                                 commission, payroll, travel, moving, relocation and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(6)                                 loans or advances to employees, officers or directors of the Issuer, such Restricted Subsidiary, not to exceed $2.0 million in the aggregate outstanding at any one time;

(7)                                 stock, obligations or securities or other Investments received in settlement of debts created in the ordinary course of business and owing to the Issuer or any Restricted Subsidiary or in satisfaction of judgments or foreclosure of Liens or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(8)                                 any Person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Sale permitted under Section 4.12 or any other disposition not constituting an Asset Sale;

(9)                                 Interest Rate Protection Agreements and Currency Hedging Obligations entered into in compliance with Section 4.05;

(10)                          any Person to the extent such Investment is in existence on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment, as extended, modified or renewed, existing on the Issue Date or any Investments received in respect of or in exchange for any such Investments; provided that the amount of any such Investment may be increased (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under the Indenture.

(11)                          credit or advances to landlords in connection with leases (or similar occupancy agreements) or the sale of real property to any Restricted Subsidiary in the ordinary course of business;

(12)                          Investments the payment for which consists of Equity Interests of the Issuer (other than Redeemable Capital Stock);

(13)                          Guarantees permitted by Section 4.05;

(14)                          advances, loans or extensions of credit to distributors, customers, brokers, suppliers and vendors in the ordinary course of business;

(15)                          Investments in any Person having a Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (15) that are at that time outstanding, not exceeding the greater of $20.0 million and 2.50% of Total Assets, plus, to the extent that any Investment made pursuant to this clause

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(15) is sold for cash or otherwise liquidated or repaid for cash, the cash return of capital with respect to such Investment (less the cost of disposition, if any); provided to the extent such cash return of capital is added to this clause (15), such amounts shall be excluded from Section 4.06(a)(5); provided, further, that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary, such Investment, if applicable, shall thereafter be deemed to have been made pursuant to (1)(b) or (c) of the definition of “Permitted Investment” and not this clause;

(16)                          Investments in a Permitted Business having a Fair Market Value, taken together with all other Investments made pursuant to this clause (16) that are at that time outstanding, not to exceed $15.0 million at the time of such Investment; provided, further, that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary, such Investment, if applicable, shall thereafter be deemed to have been made pursuant to (1)(b) or (c) of the definition of “Permitted Investment” and not this clause;

(17)                          Investments in joint ventures having a Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (17) at that time outstanding, not to exceed the greater of $15.0 million and 2.00% of Total Assets; provided, further, that if an Investment is made pursuant to this clause in a Person that is not a Restricted Subsidiary and such Person subsequently becomes a Restricted Subsidiary or is subsequently designated a Restricted Subsidiary, such Investment, if applicable, shall thereafter be deemed to have been made pursuant to (1)(b) or (c) of the definition of “Permitted Investment” and not this clause;”

(18)                          any guarantee of Indebtedness permitted to be incurred by Section 4.05;

(19)                          any contribution of any Investment in a joint venture or partnership that is not a Restricted Subsidiary to a Person that is not a Restricted Subsidiary in exchange for an Investment in the Person to whom such contribution is made; provided, that such Investment must be received by a Restricted Subsidiary and must be equal to or greater than the Fair Market Value of such contribution;

(20)                          any Investment consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons in the ordinary course of business; and

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(21)                          any Investment consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses of intellectual property or leases, in each case, in the ordinary course of business.

“Permitted Liens” means, with respect to any Person:

(1)                                 Liens on the property and assets of the Issuer and the Guarantors securing Indebtedness and the Guarantees in respect of the Securities (other than Additional Securities);

(2)                                 Liens on the Collateral securing Obligations under Credit Facilities incurred pursuant to clause (2) of the definition of “Permitted Indebtedness,” including any Hedging Obligations and Obligations in respect of cash management services related thereto;

(3)                                 Pari Passu Collateral Liens securing Indebtedness (other than the Securities and the Guarantees thereof and refinancings thereof) in an aggregate principal amount not to exceed the greater of (a) the maximum principal amount of Indebtedness that, as of the date such Indebtedness was Incurred, and after giving pro forma effect to the Incurrence of such Indebtedness and the application of proceeds therefrom on such date, would not cause the Net Senior Secured Leverage Ratio of the Issuer to exceed 4.00 to 1.00 and (b) $35.0 million, provided, that such secured party shall become a party to the Intercreditor Agreement;

(4)                                 pledges or deposits by such Person under workers compensation legislation, unemployment insurance legislation, old age pension legislation, other social security legislation or similar legislation, or good faith deposits or other Liens in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits or Liens to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits or other Liens as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(5)                                 (i) Liens imposed by statute or law, including landlord’s and carriers’, warehousemen’s, employees’, banks’, mechanics’ and construction Liens and other similar Liens, and (ii) Liens to secure claims for labor, materials or supplies, in each case on the property of the Issuer or any Restricted Subsidiary, and arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due, or are being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;

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(6)                                 Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(7)                                 Liens on the Capital Stock of Unrestricted Subsidiaries;

(8)                                 Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(9)                                 encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, gas and oil, electric lines, telegraph, telephone and cable lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially impair their use in the operation of the business of such Person;

(10)                          Liens securing Hedging Obligations and Obligations in respect of cash management services so long as in the case of Hedging Obligations or Obligations in respect of cash management services related to Indebtedness the related Indebtedness is, and is permitted to be under the Indenture, secured by a Lien on the same property securing such Hedging Obligation or Obligations in respect of cash management services;

(11)                          leases, licenses, subleases and sublicenses of assets or property and Liens on assets or property (including, without limitation, real property and intellectual property rights) in the ordinary course of business;

(12)                          any licenses of or option to license Intellectual Property or covenant not to assert claims of infringement, misappropriation or other violation with respect to Intellectual Property;

(13)                          Liens for any final judgments, decrees or orders of any court for the payment of money that do not constitute an Event of Default;

(14)                          Liens for the purpose of securing the payment of Purchase Money Indebtedness; provided that the aggregate amount of Indebtedness secured by such Liens does not exceed the cost of the assets or property so acquired, constructed, installed or improved and provided further that such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Issuer or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto (including for the avoidance of doubt the property and assets of any Person acquired by the Issuer or any Restricted Subsidiary);

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(15)                          Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution;

(16)                          Liens (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code as in effect from time to time in the State of New York on the items in the course of collection, and (ii) in favor of a banking or other financial institution arising as a matter of law encumbering deposits or other funds maintained with a financial institution (including the right of set off) and that are within the general parameters customary in the banking industry;

(17)                          Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(18)                          Liens existing on the Issue Date (excluding Liens relating to obligations under the Revolving Credit Facility and the Securities);

(19)                          Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, however, that any such Lien may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(20)                          Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

(21)                          Liens (not on the Collateral) securing Indebtedness or other obligations of a Restricted Subsidiary that is a Guarantor owing to the Issuer or another Restricted Subsidiary permitted to be Incurred in accordance Section 4.05;

(22)                          [Reserved];

(23)                          Liens securing Permitted Refinancing Indebtedness or Indebtedness Incurred to refinance Permitted Refinancing Indebtedness that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced;

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(24)                          any interest or title of a lessor under any Capital Lease Obligation or operating lease or similar arrangement;

(25)                          Liens encumbering property or assets under construction arising from progress or partial payments or deposits by the Issuer or its Restricted Subsidiaries relating to such property or assets or such deposits;

(26)                          Liens on assets of Restricted Subsidiaries that are not Guarantors securing Indebtedness of Restricted Subsidiaries that are not Guarantors;

(27)                          Liens arising by operation of law or under lease to secure landlords, lessors or under leases or rental agreements made in the ordinary course of business and confined to the premises or property rented and the tangible property located thereon;

(28)                          Liens deemed to exist in connection with reasonable and customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts maintained in the ordinary course of business and not for speculative purposes;

(29)                          deposits in the ordinary course of business, including deposits paid for retention of professional services;

(30)                          Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(31)                          Liens in favor of the Trustee for its own benefit and for the benefit of the Holders;

(32)                          Liens arising from the deposit of funds or securities in trust for the purpose of decreasing, discharging or defeasing Indebtedness so long as such deposit of funds or securities and such decreasing, discharging or defeasing of Indebtedness are permitted under this Indenture;

(33)                          Liens securing letters of credit in an amount not to exceed $5.0 million at any time outstanding;

(34)                          other Liens securing obligations in an amount not to exceed the greater of $15.0 million and 2.00% of Total Assets (determined as of the date of incurrence of such obligations) in the aggregate at any one time; provided that such Liens will be either Pari Passu Lien Indebtedness or will rank junior to the Liens on the Collateral securing the Securities and the Guarantees and, in each case, will be subject to the terms of the Intercreditor Agreement;

(35)                          Liens (i) on cash advances in favor of the seller of any property to be acquired to be applied against the purchase price for property and (ii)

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consisting of any letter of intent or any agreement to sell, transfer, lease or otherwise dispose of any property;

(36)                          any restrictions on any stock or stock equivalents or other joint venture interests of the Issuer or any of its Restricted Subsidiaries providing for a breach, termination or default under any joint venture, stockholder, membership, limited liability company or partnership agreement between such Person and one or more other holders of such stock or stock equivalents or interests of such Person, if a security interest or other Lien is created on such stock or stock equivalents or interest as a result thereof and other similar Liens;

(37)                          Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(38)                          Liens deemed to exist in connection with Investments in repurchase agreements permitted by Section 4.06; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreements;

(39)                          Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into in the ordinary course of business;

(40)                          Liens on property of an Unrestricted Subsidiary at the time that it is designated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary:” provided that such Liens were not incurred in connection with, or contemplation of, such designation;

(41)                          deposits made or other security provided to secure liabilities to insurance carriers under insurance or self-insurance arrangements in the ordinary course of business; and

(42)                          any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (other than clauses (2), (3) and (34)); provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien so extended, renewed or replaced and shall not extend in any material respect to any additional property or assets.

In each case set forth above, notwithstanding any stated limitation on the assets that may be subject to such Lien, a Permitted Lien on a specified asset or group or type of assets may

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include Liens on all improvements, additions and accessions thereto and all products and proceeds thereof, including dividends, distributions, interest and increases in respect thereof.

“Permitted Refinancing Indebtedness” means Indebtedness, Preferred Stock or Redeemable Capital Stock that Refinances any Indebtedness, Preferred Stock or Redeemable Capital Stock of the Issuer or any Restricted Subsidiary, including Indebtedness, Preferred Stock or Redeemable Capital Stock that Refinances Permitted Refinancing Indebtedness; provided, however, in the case of Indebtedness which is not being used to concurrently refinance or defease the Securities in full, that:

(1)                                 such Permitted Refinancing Indebtedness has a final maturity no earlier than the final maturity of such Indebtedness, Preferred Stock or Redeemable Capital Stock being Refinanced;

(2)                                 such Permitted Refinancing Indebtedness has a Weighted Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life of the Indebtedness, Preferred Stock or Redeemable Capital Stock being Refinanced;

(3)                                 unless otherwise permitted to be Incurred pursuant to Section 4.05 such Permitted Refinancing Indebtedness has an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding or committed (plus fees and expenses, including any premium and defeasance costs and accrued interest) under the Indebtedness, Preferred Stock or Redeemable Capital Stock being Refinanced; and

(4)                                 to the extent such Permitted Refinancing Indebtedness refinances Indebtedness that is subordinated to the Securities or the Guarantees thereof of such Restricted Subsidiary, as applicable, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Securities or such Guaranty, as applicable, on terms at least as favorable to Holders as those contained in the documents governing the Indebtedness being Refinanced;

provided, further, however, that Permitted Refinancing Indebtedness shall not include Indebtedness, Preferred Stock or Redeemable Capital Stock of a Restricted Subsidiary other than a Guarantor that Refinances Indebtedness, Preferred Stock or Redeemable Capital Stock of the Issuer or any Guarantor.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, estate, unincorporated organization or government or any agency or political subdivision thereof.

“Preferred Stock” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or

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dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Pro Forma Cost Savings” means, with respect to any period, the projected reduction in costs (provided such reduction in costs are reasonably identifiable and factually supportable) that could be included in pro forma financials prepared on a basis consistent with Regulation S-X and with respect to any acquisition, Investment, disposition, corporate reorganization or similar event, the cost savings, operational improvements or synergies expected to be realized as a result of specified actions taken or to be taken no later than 12 months after the end of such period (calculated on a pro forma basis as though such cost savings, operational improvements or synergies had been realized on the first day of such period) in each case as determined in good faith by a financial or accounting officer of the Issuer and regardless of whether such cost savings, operational improvements or synergies would be permitted to be included in pro forma financials prepared under Regulation S-X.

“Purchase Money Indebtedness” means Indebtedness of the Issuer or its Restricted Subsidiaries incurred in the ordinary course of business for the purpose of financing all or any part of the purchase price, or the cost of acquisition, leasing, installation, construction or improvement, of any property (real or personal), plant, equipment used or useful in the business of the Issuer and its Subsidiaries.

“Qualified Marketing Agreement” means any definitive agreement that is in full force and effect and that has a term of one year or more between the Issuer and/or its Restricted Subsidiaries and one or more commercial sponsors relating to (i) the promotion of such commercial sponsor’s products, branding or goodwill by the Issuer or any of its Restricted Subsidiaries or (ii) the participation of such commercial sponsor in any media or online platform or musical, theatrical or other entertainment concert, festival or similar event of the Issuer or its Restricted Subsidiaries, which provides for a guaranteed payment that is readily quantifiable pursuant to the terms of such definitive agreement and is not based on any performance requirements or other operating metrics and the commercial sponsor does not have the unilateral right to terminate such agreement at any time during the next twelve months.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Securities publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer that shall be substituted for Moody’s or S&P or both, as the case may be.

“Readily Marketable Securities” means marketable securities traded on an exchange registered as a national securities exchange under the Exchange Act and for which there is a readily determinable market value on the date of determination.

“Redeemable Capital Stock” means, with respect to any Person, any Capital Stock which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

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(1)                                 matures or is mandatorily redeemable (other than redeemable only for Capital Stock of such Person which is not itself Redeemable Capital Stock) pursuant to a sinking fund obligation or otherwise;

(2)                                 is convertible or exchangeable at the option of the holder for Indebtedness or Redeemable Capital Stock; or

(3)                                 is mandatorily redeemable or must be purchased upon the occurrence of certain events or otherwise, in whole or in part;

in each case on or prior to the date that is 91 days after the Stated Maturity of the Securities; provided, however, that any Capital Stock that would not constitute Redeemable Capital Stock but for provisions thereof giving holders thereof the right to require such Person to purchase or redeem such Capital Stock upon the occurrence of an “asset sale” or “change of control” occurring prior to the 91st day after the Stated Maturity of the Securities shall not constitute Redeemable Capital Stock if:

(1)                                 the “asset sale” or “change of control” provisions applicable to such Capital Stock are not more favorable to the holders of such Capital Stock than the terms applicable to the Securities and described under Section 4.11 and Section 4.12; and

(2)                                 any such requirement only becomes operative after compliance with such terms applicable to the Securities, including the purchase of any Securities tendered pursuant thereto.

The amount of any Redeemable Capital Stock that does not have a fixed redemption, repayment or repurchase price will be calculated in accordance with the terms of such Redeemable Capital Stock as if such Redeemable Capital Stock were redeemed, repaid or repurchased on any date on which the amount of such Redeemable Capital Stock is to be determined pursuant to this Indenture; provided, however, that if such Redeemable Capital Stock could not be required to be redeemed, repaid or repurchased at the time of such determination, the redemption, repayment or repurchase price will be the book value of such Redeemable Capital Stock as reflected in the most recent financial statements of such Person.

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or to issue other Indebtedness in exchange or replacement for, such Indebtedness.  “Refinanced” and “Refinancing” shall have correlative meanings.

“Restricted Payments” has the meaning set forth in Section 4.06.

“Restricted Subsidiary” means any Subsidiary that is not an Unrestricted Subsidiary.

“Revolving Credit Facility” means that certain revolving credit facility to be dated on or after the Issue Date among the Issuer, the lenders party thereto and the agent, together with any related documents (including any security documents and guarantee agreements), as such

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agreement may be amended, modified, supplemented, extended, renewed, refinanced or replaced or substituted from time to time.

“S&P” means Standard & Poor’s Ratings Service or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Second Lien Collateral Agreement” means the second lien collateral agreement by and among the Collateral Agent, the Issuer and the Guarantors pledging and securing the Collateral in connection with the Securities and any Pari Passu Lien Indebtedness.

“Secured Parties” means each Secured Party under the Second Lien Collateral Agreement, including, but not limited to, each holder of the Securities, each holder of Pari Passu Lien Indebtedness, the Collateral Agent, the Trustee, each lender under the Revolving Credit Facility and the First Lien Collateral Agent.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Obligations” means the Obligations of the Issuer and the Guarantors under the Securities and this Indenture, including without limitation, all expenses of the Trustee and the Collateral Agent (or agent or sub-agent thereof) under this Indenture, the Securities or the Collateral Documents, to which such agents have a right to reimbursement.

“Senior Indebtedness” means, whether outstanding on the Issue Date or thereafter Incurred, all amounts payable by the Issuer and its Restricted Subsidiaries under or in respect of Indebtedness of the Issuer and its Restricted Subsidiaries, including the Securities; provided, however, that Senior Indebtedness will not include (1) any obligation of the Issuer to any Restricted Subsidiary or any obligation of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary or (2) any Indebtedness of the Issuer or any of its Restricted Subsidiaries that is contractually subordinated in right of payment to the Securities or Guarantee thereof.

“Senior Management” means, with respect to the Issuer, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer or the Chief Financial Officer.

“Significant Subsidiary” means any Subsidiary that would be a “Significant Subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Stated Maturity,” when used with respect to any note or any installment of interest thereof, means the date specified in such note as the fixed date on which the principal of such note or such installment of interest is due and payable.

“Subordinated Obligation” means with respect to the Issuer, any Indebtedness that is (i) subordinate or junior in right of payment to the Securities, or (ii) with respect to any Guarantor, any Indebtedness of such Guarantor that is by its terms subordinate or junior in right of payment to the Guarantee of the Securities.

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“Subsidiary” of any Person means:

(1)                                 any corporation of which more than 50% of the outstanding shares of Capital Stock having ordinary voting power for the election of directors is owned directly or indirectly by such Person; and

(2)                                 any partnership, limited liability company, association, joint venture, business trust or other entity in which such Person, directly or indirectly, has at least a majority ownership interest entitled to vote at the election of directors, managers or trustees thereof (or other person performing similar functions) and, except as otherwise indicated herein, references to Subsidiaries shall refer to Subsidiaries of the Issuer.

“Surviving Entity” has the meaning set forth in Section 5.01.

“TIA” means the U.S. Trust Indenture Act of 1939, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Issuer and its Restricted Subsidiaries and computed in accordance with GAAP.  Total Assets shall be calculated after giving effect to the transaction giving rise to the need to calculate Total Assets.

“Transactions” means the offering and sale of the Securities, borrowings under the Revolving Credit Facility and the application of the net proceeds from the sale of the Securities and such borrowings as set forth under “Use of Proceeds” in the Offering Memorandum.

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to February 1, 2016; provided, however, that if the period from the redemption date to February 1, 2016 is not equal to the constant maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the period from such redemption date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means any officer within the Corporate Trust Administration department of the Trustee (or any successor group of the Trustee) with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

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“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“U.S. Dollars,” “United States Dollars,” “US$” and the symbol “$” each mean currency of the United States of America.

“Unrestricted Subsidiary” means a Subsidiary of the Issuer that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with the provisions of Section 4.14 and any Subsidiary of such Subsidiary.

“Voting Stock” of a Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Weighted Average Life” means, as of any date, with respect to any debt security, the quotient obtained by dividing (1) the sum of the products of the number of years from such date to the dates of each successive scheduled principal payment (including any sinking fund payment requirements) of such debt security multiplied by the amount of such principal payment, by (2) the sum of all such principal payments.

Section 1.02              Other Definitions.

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Section 1.03              Rules of Construction.  Unless the context otherwise requires:

(i)            term has the meaning assigned to it;

(ii)           an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii)          “or” is not exclusive;

(iv)          “including” means including without limitation;

(v)           words in the singular include the plural and words in the plural include the singular;

(vi)          unsecured Indebtedness shall not be deemed to be subordinate or junior to secured Indebtedness merely by virtue of its nature as unsecured Indebtedness; and

(vii)         the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP.

ARTICLE II

THE SECURITIES

Section 2.01              Amount of Securities.  As provided for in Exhibit A hereto, the aggregate principal amount of the Securities which may be authenticated and delivered under this Indenture is unlimited.  Subject to Section 2.03, the Trustee shall authenticate (i) Initial Securities for original issue on the Issue Date in the aggregate principal amount of $220.0 million and (ii) subject to Sections 4.05 and 4.08, Additional Securities.  Any Additional Securities shall be part of the same issue as the Initial Securities being issued on the Issue Date (except that such Additional Securities (x) may have a different issue date from the Initial Securities and (y) may have a different amount of interest payable on the first interest payment date after issuance than is payable on the Initial Securities) and will vote on all matters as one class with the Securities being issued on the Issue Date, including, without limitation, waivers, amendments, redemptions, Change of Control Offers and Asset Sale Offers.  For the purposes of this Indenture, except as set forth in Sections 4.05 and 4.08, references to the Securities include Additional Securities, if any.  To the extent that any Additional Securities are not fungible with the Initial Securities for United States federal income tax purposes, the Additional Securities will have a separate CUSIP number.

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Section 2.02              Form and Dating.  Provisions relating to the Securities are set forth in Exhibit A, which is hereby incorporated in and expressly made part of this Indenture.  The Securities and the Trustee’s certificate of authentication shall be substantially in the form of Appendix I to Exhibit A which is hereby incorporated in and expressly made a part of this Indenture.  Without limiting the generality of the foregoing, Securities offered and sold to QIBs in reliance on Rule 144A shall include the form of assignment set forth in Appendix I to Exhibit A, Securities offered and sold in offshore transactions in reliance on Regulation S (other than Initial Securities offered on the Issue Date) shall include the form of certificate set forth in Exhibit B and Securities transferred to Accredited Investors in a transaction exempt from the registration requirements of the Securities Act shall include the form of certificate set forth in Exhibit C.  The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer is subject, if any, or usage; provided that any such notation, legend or endorsement is in a form reasonably acceptable to the Issuer.  Each Security shall be dated the date of its authentication.  The terms of the Securities set forth in Appendix I to Exhibit A are part of the terms of this Indenture.

Section 2.03              Execution and Authentication.  Two Officers shall sign the Securities for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Securities executed by the Issuer to the Trustee for authentication, together with a written order of the Issuer in the form of an Officers’ Certificate for the authentication and delivery of such Securities (an “Authentication Order”), and the Trustee in accordance with such Authentication Order shall authenticate and deliver such Securities.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security.  The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Securities.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Section 2.04              Registrar and Paying Agent.  The Issuer shall maintain an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and an office or agency where Securities may be presented for payment (the “Paying Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Issuer may have one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent and “Registrar” includes any co-registrar.

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The Issuer shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture.  The agreement shall implement the provisions of this Indenture that relate to such agent.  The Issuer shall notify the Trustee in writing of the name and address of any such agent.  If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.07.  The Issuer or any Guarantor may act as Paying Agent or Registrar.

The Issuer initially appoints the Trustee as Registrar and Paying Agent in connection with the Securities.

Section 2.05              Paying Agent To Hold Money in Trust.  At least one Business Day prior to each due date of the principal and interest on any Security, the Issuer shall deposit with the Paying Agent a sum sufficient to pay such principal and interest so becoming due.  The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Securities and shall notify the Trustee in writing of any Default by the Issuer or any Guarantor in making any such payment.  If the Issuer or any Guarantor acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund.  The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent.  Upon complying with this Section, the Paying Agent (if other than the Issuer or a Guarantor) shall have no further liability for the money delivered to the Trustee.  Upon any proceeding under any Bankruptcy Law with respect to the Issuer or any Guarantor, if the Issuer or any Guarantor is then acting as Paying Agent, the Trustee shall replace the Issuer or Guarantor as Paying Agent.

Section 2.06              Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders.  If the Trustee is not the Registrar, the Issuer on its own behalf and on the behalf of each of the Guarantors shall furnish to the Trustee, in writing at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.

Section 2.07              Replacement Securities.  If a mutilated security is surrendered to the Registrar or if the Holder of a Security claims that such Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and upon receipt of an Authentication Order the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met.  If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee and the Issuer to protect the Issuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced.  The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security.

Every replacement Security is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

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Section 2.08              Outstanding Securities.  Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section as not outstanding.  A Security does not cease to be outstanding because the Issuer holds or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee and the Issuer receives proof satisfactory to them that the replaced Security is held by a protected purchaser.

If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to be redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

Section 2.09              Temporary Securities.  Until definitive Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities.  Without unreasonable delay, the Issuer shall prepare and upon receipt of an Authentication Order the Trustee shall authenticate definitive Securities and deliver them in exchange for temporary Securities.  After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Securities, the Issuer shall execute, and upon receipt of an Authentication Order the Trustee shall authenticate and make available for delivery in exchange therefor, one or more definitive Securities representing an equal principal amount of Securities.  Until so exchanged, the Holder of temporary Securities shall in all respects be entitled to the same benefits under this Indenture as a Holder of definitive Securities.

Section 2.10              Cancellation.  The Issuer at any time may deliver Securities to the Trustee for cancellation.  The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of, transfer, exchange or payment.  The Trustee and no one else shall cancel (subject to the record retention requirements of the Exchange Act and the Trustee) all Securities surrendered for registration of transfer, exchange, payment or cancellation and deliver evidence of the cancelled Securities to the Issuer upon the written direction of the Issuer.  Except as expressly permitted herein, the Issuer may not issue new Securities to replace Securities they have redeemed, paid or delivered to the Trustee for cancellation.

If the Issuer acquires or any Guarantor acquires any of the Securities, such acquisition shall not operate as a redemption or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.10.

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At such time as all beneficial interests in a Global Security have either been exchanged for definitive Securities, transferred, redeemed, repurchased or canceled, such Global Security shall be returned by DTC to the Trustee for cancellation or retained and canceled by the Trustee.  At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for definitive Securities, transferred in exchange for an interest in another Global Security, redeemed, repurchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

Section 2.11              Defaulted Interest.  If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest (plus interest on such defaulted interest at the rate borne by the Securities to the extent lawful) in any lawful manner.  The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Security and the date (not less than 30 days after such notice) of the proposed payment (the “Default Interest Payment Date”), and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as in this clause provided.  Thereupon the Trustee shall fix a record date (the “Default Interest Record Date”) for the payment of such defaulted interest, which date shall be not more than 15 days and not less than 10 days prior to the Default Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Issuer of such Default Interest Record Date, and in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such defaulted interest and the Default Interest Record Date and Default Interest Payment Date therefor to be given not less than 10 days prior to such Default Interest Record Date.  Notice of the proposed payment of such defaulted interest and the Default Interest Record Date and Default Interest Payment Date therefor having been so given, such defaulted interest shall be paid on the Default Interest Payment Date to the Persons in whose names the Securities (or their respective predecessor Securities) are registered at the close of business on such Default Interest Record Date.

The Issuer may make payment of any defaulted interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

Section 2.12              CUSIP Numbers, Common Codes or ISINs.  The Issuer in issuing the Securities may use “CUSIP” numbers, “Common Codes” or “ISINs” (if then generally in use) and, if so, the Trustee shall use “CUSIP” numbers, “Common Codes” or “ISINs” in notices of redemption as a convenience to Holders; provided, however, that neither the Issuer nor the Trustee shall have any responsibility for any defect in the “CUSIP” number, “Common Code” or

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“ISIN” that appears on any Security, check, advice of payment or redemption notice, and any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.  The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP number, Common Code or ISIN.

Section 2.13              Computation of Interest.  Interest on the Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

ARTICLE III

REDEMPTION

Section 3.01              Notices to Trustee.  If the Issuer elects to redeem Securities pursuant to paragraph 5 of the Securities, it shall notify the Trustee in writing of the redemption date, the principal amount of Securities to be redeemed, the redemption price and that such redemption is being made pursuant to paragraph 5 of the Securities.

The Issuer shall give notice to the Trustee provided for in this Section 3.01 at least 45 days but not more than 60 days before the redemption date unless the Trustee consents to a shorter period.  Such notice shall be accompanied by an Officers’ Certificate and an Opinion of Counsel from the Issuer to the effect that such redemption will comply with the conditions herein.

Section 3.02              Selection of Securities To Be Redeemed.  If fewer than all the Securities are to be redeemed at any time, not more than 60 days prior to the redemption date, the Trustee shall select the Securities to be redeemed pro rata, by lot or by such similar method or in accordance with DTC’s applicable procedures.  The Trustee shall make the selection from outstanding Securities not previously called for redemption.  The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $2,000.  Securities and portions of them the Trustee selects shall be in amounts of $2,000 or whole multiples of $1,000 in excess thereof.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.  The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed.

Section 3.03              Notice of Redemption.  At least 30 days but not more than 60 days before a date for redemption of Securities, the Issuer shall mail a notice of redemption by first-class mail to each Holder to be redeemed at its registered address.

The notice shall identify the Securities (or portion thereof) to be redeemed (including CUSIP numbers if any) and shall state:

(i)            the redemption date;

(ii)           the redemption price or the method of its calculation and the amount of any accrued interest payable as provided in Section 3.05;

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(iii)          any statement required by Section 3.04 in connection with a conditional redemption;

(iv)          the name and address of the Paying Agent;

(v)           that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(vi)          if fewer than all the outstanding Securities are to be redeemed, or if a Security is to be redeemed in part only, the identification and principal amounts of the particular Securities (or portion thereof) to be redeemed;

(vii)         that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the redemption date; and

(viii)        that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Securities.

At the Issuer’s written request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense.  In such event, the Issuer shall provide the Trustee with the information required by this Section at least 45 days before the redemption date, unless the Trustee consents to a shorter period.

Section 3.04              Redemption May Be Conditional.  Any redemption of the Securities may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all of such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed.

Section 3.05              Effect of Notice of Redemption.  Once notice of redemption is mailed, subject to Section 3.04, Securities called for redemption become due and payable on the redemption date and at the redemption price stated in the notice.  Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued interest to the redemption date (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that is on or prior to the date of redemption).  Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

Section 3.06              Deposit of Redemption Price.  Prior to 10:00 a.m., New York City time, on the Business Day prior to the redemption date, the Issuer shall deposit with the Paying Agent (or, if the Issuer or a Guarantor is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued interest (subject to the right of Holders of record on the relevant record date to receive interest due on the related interest payment date that

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is on or prior to the date of redemption) on all Securities to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation.

Section 3.07              Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE IV

COVENANTS

Section 4.01              Payment of Securities.  The Issuer shall promptly pay the principal of, premium, if any, and interest on the Securities, in immediately available funds, on the dates and in the manner provided in the Securities and in this Indenture.  Principal, premium, if any, and interest shall be considered paid on the date due if by 10:00 a.m.  New York City time on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.

The Issuer shall pay interest on overdue principal at the rate specified therefore in the Securities, and they shall pay interest on overdue installments of interest at the rate borne by the Securities to the extent lawful.

Section 4.02              Corporate Existence.  Subject to Article V, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its and each of its Subsidiaries corporate, partnership, limited liability company or other existence, power and authority; provided, however, that the Issuer shall not be required to preserve any such corporate, partnership, limited liability company or other existence, power and authority if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Subsidiaries taken as a whole.

Section 4.03              Payment of Taxes and Other Claims.  The Issuer shall pay or discharge, or cause to be paid or discharged, before the same shall become delinquent,

(i)            all material taxes, assessments and governmental charges levied or imposed upon the Issuer or any Subsidiary or upon the income, profits or property of the Issuer or any Subsidiary; and

(ii)           all material lawful claims for labor, materials and supplies, which, if unpaid, might by law become a Lien upon the property of the Issuer or any Subsidiary that could produce a material adverse effect on the consolidated financial condition of the Issuer;

provided, however, that the Issuer shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

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Section 4.04              Maintenance of Properties.  The Issuer shall maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of the Issuer and the Restricted Subsidiaries and from time to time shall make or cause to be made all appropriate repairs, renewals and replacements thereof, all as in the judgment of the Issuer may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, except, in every case, as and to the extent that the Issuer may be prevented by fire, strikes, lockouts, acts of God, inability to obtain labor or materials, governmental restrictions, enemy action, civil commotion or unavoidable casualty or similar causes beyond the control of the Issuer; provided, however, that nothing in this Section 4.04 shall prevent the Issuer from discontinuing the maintenance of any such properties if such discontinuance is, in the judgment of the Issuer, desirable in the conduct of its business or the business of any Subsidiary and not disadvantageous in any material respect to the Holders.

Section 4.05              Limitation on Consolidated Indebtedness.  (a)  The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other than Permitted Indebtedness) or issue Redeemable Capital Stock (other than Redeemable Capital Stock issued to and held by the Issuer or any of its Restricted Subsidiaries, so long as it is so held) and the Issuer shall not permit any of its Restricted Subsidiaries that are not Guarantors to issue Preferred Stock (other than Preferred Stock issued to and held by the Issuer or any Restricted Subsidiaries, so long as it is so held); provided, that the Issuer and its Restricted Subsidiaries that are Guarantors may Incur Indebtedness or issue Redeemable Capital Stock and Restricted Subsidiaries that are not Guarantors may issue shares of Preferred Stock if, after giving effect to such Incurrence or issuance on a pro forma basis, the Issuer’s Interest Coverage Ratio for the four full fiscal quarters immediately preceding such event for which internal financial statements are available, taken as one period, is greater than or equal to 2.00 to 1.00.

(b)           For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Permitted Indebtedness or is entitled to be Incurred pursuant to the ratio set forth in Section 4.05(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.05.

(c)           No Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect of such other Indebtedness of the Issuer or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

(d)           Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion of amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends on Preferred Stock or Redeemable Capital Stock in the form of additional shares of Preferred Stock or Redeemable Capital Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in

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GAAP will not be deemed to be an incurrence of Indebtedness, Redeemable Capital Stock or Preferred Stock for purposes of this Section 4.05.

(e)           Any increase in the amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.05.  A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this Section 4.05.

(f)            The amount of Indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, (2) the principal amount thereof, in the case of any other Indebtedness, (3) in the case of the guarantee by the specified Person of any indebtedness of any other Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (4) in the case of Indebtedness of others guaranteed by means of a Lien on any asset of the specified Person, the lesser of (A) the Fair Market Value of such asset on the date on which Indebtedness is required to be determined pursuant to this Indenture and (B) the amount of the Indebtedness so secured.

(g)           For purposes of determining compliance with any United States dollar-denominated restriction on the Incurrence of Indebtedness, the United States Dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred (or first committed, in the case of revolving credit debt); provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable United States dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such United States dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(h)           The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Section 4.06              Limitation on Restricted Payments.  (a)  The Issuer shall not, and shall not permit its Restricted Subsidiaries to, directly or indirectly:

(i)            declare or pay any dividend on, or make any distribution of any sort in respect of, any shares of the Issuer’s or any Restricted Subsidiary’s Capital Stock (excluding dividends or distributions payable in shares of the Issuer’s Capital Stock or in options, warrants or other rights to purchase such Capital Stock, but including dividends or distributions payable in Redeemable Capital Stock or in options, warrants or other rights to purchase Redeemable Capital Stock (other than dividends on such Redeemable Capital Stock payable in shares of such

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Redeemable Capital Stock)) held by any Person other than the Issuer or any of its Restricted Subsidiaries;

(ii)                                  purchase, redeem or acquire or retire for value any Equity Interests of the Issuer;

(iii)                               purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than (a) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement, or (b) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Indebtedness of the Issuer owed to a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to the Issuer or another Restricted Subsidiary); or

(iv)                              make any Investment other than a Permitted Investment;

(such payments or any other actions described in (i) through (iv) above are collectively referred to as “Restricted Payments”) unless at the time of, and after giving effect to, the proposed Restricted Payment (including the Fair Market Value of any such Restricted Payment, if other than cash, as determined by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors): (A) no Default or Event of Default shall have occurred and be continuing; (B) after giving pro forma effect to such Restricted Payment as if the Restricted Payment had been made at the beginning of the four fiscal quarters immediately preceding such Restricted Payment for which internal financial statements are available (x) the Issuer could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under Section 4.05(a) and (y) solely with respect to Restricted Payments set forth in clauses (i) or (ii) above, the Issuer’s Net Senior Secured Leverage Ratio is less than or equal to 4.00 to 1.00; and (C) the aggregate amount of all Restricted Payments made after the Issue Date (including the proposed Restricted Payment) does not exceed the sum of (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8), (9), (10), (11) and (12) of Section 4.06(b)):

(1)                                 (x) Consolidated EBITDA minus (y) 1.75 times Consolidated Interest Expense, each calculated for the period (taken as one accounting period) from January 1, 2014 to the last day of the Issuer’s fiscal quarter preceding the date of the applicable proposed Restricted Payment for which internal financial statements are available; plus

(2)                                 100% of the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined in good faith by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors), received after the Issue Date by the Issuer from the issuance or sale (other than to any of its Restricted Subsidiaries) of shares of

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Capital Stock of the Issuer (other than Redeemable Capital Stock) or warrants, options or rights to purchase such shares of Capital Stock; plus

(3)                                 100% of the aggregate net proceeds, including the Fair Market Value of property other than cash (as determined in good faith by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors), received after the Issue Date by the Issuer or any of its Restricted Subsidiaries from the issuance or sale of any Indebtedness or Redeemable Capital Stock of the Issuer or any Restricted Subsidiary (other than Indebtedness or Redeemable Capital Stock issued to a Restricted Subsidiary) which has been converted into or exchanged for Capital Stock of the Issuer (other than Redeemable Capital Stock); plus

(4)                                 100% of the aggregate amount of cash and the Fair Market Value of property (as determined in good faith by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors) contributed to the capital of the Issuer following the Issue Date (other than by a Restricted Subsidiary); plus

(5)                                 to the extent not already included in Consolidated EBITDA, 100% of the aggregate amount of cash and the Fair Market Value of other property (as determined in good faith by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors) received by the Issuer or any Restricted Subsidiary from (a) repayments of loans or advances, and releases of Guarantees, which constituted Restricted Payments or from the sale, conveyance, liquidation or other disposition of (other than to the Issuer or a Restricted Subsidiary) of Restricted Payments made by the Issuer and the Restricted Subsidiaries and from the repurchases and redemptions of such Restricted Payments from the Issuer or any Restricted Subsidiary by any Person (other than the Issuer or a Restricted Subsidiary), (b) dividends or other distributions on any Investment received after the Issue Date or (c) dividends or distributions received by the Issuer or a Restricted Subsidiary after the Issue Date from an Unrestricted Subsidiary period; plus

(6)                                 to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary or is merged into the Issuer or a Restricted Subsidiary or transfers all or substantially all of its assets to the Issuer or a Restricted Subsidiary, the Fair Market Value of the Issuer’s and its Restricted Subsidiaries’ aggregate Investment in such Unrestricted Subsidiary as of the date of such redesignation (as determined in good faith by Senior Management, whose determination shall be conclusive, except that for any property whose Fair Market Value exceeds $5.0 million (other than Readily Marketable Securities) such Fair Market Value shall be confirmed by the Board of Directors) as of the date of such redesignation or the date of such merger or transfer.

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(b)                                 Notwithstanding Section 4.06(a), the Issuer or any of its Restricted Subsidiaries may:

(1)                                 pay dividends on its Capital Stock or redeem any Subordinated Obligations within sixty days of the declaration or redemption notice thereof if, on the declaration or notice date, such dividends or redemption could have been paid in compliance with the foregoing limitation;

(2)                                 make any Restricted Payment in exchange for, or out of the proceeds of a substantially concurrent issuance of, Capital Stock of the Issuer (other than Redeemable Capital Stock) or contribution to the capital of the Issuer, provided, however, that the net proceeds from such issuance of Capital Stock of the Issuer or such contribution will be excluded from clauses (C)(2), (3) and (4) of Section 4.06(a);

(3)                                 make any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent (a) sale of Capital Stock of the Issuer (other than Redeemable Capital Stock and other than Capital Stock issued or sold to a Restricted Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Issuer or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); or (b) contributions to the capital of the Issuer; provided, however, that the net proceeds from such sale of Capital Stock will be excluded from clauses (C)(2), (3) and (4) of Section 4.06(a);

(4)                                 make any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent Incurrence of, Permitted Refinancing Indebtedness;

(5)                                 in the case of a Restricted Subsidiary, pay dividends (or in the case of any partnership or limited liability company, any similar distribution) to the holders of its Capital Stock on a pro rata basis;

(6)                                 make any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock of the Issuer (a) deemed to occur upon the exercise of stock options to the extent such Capital Stock represents a portion of the exercise price of such options or a portion of the tax liability of the holder with respect thereto, or (b) in connection with the terms of any restricted stock option agreement awarded to any employee, officer or director of the Issuer or its Restricted Subsidiaries;

(7)                                 make other Restricted Payments in an aggregate amount not to exceed $10.0 million at any one time outstanding;

(8)                                 make any purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation in the event of a Change of Control, an Asset Sale or an Event of Loss, at a purchase price not greater than 101% (pursuant to provisions similar to Section 4.11 and otherwise not greater than 100%) to the extent required by, and in accordance with, the provisions under the agreement governing such Subordinated Obligation, plus any accrued and unpaid interest in connection therewith; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or

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retirement, the Issuer has made the Change of Control Offer or Asset Sale Offer, as the case may be, as provided in such covenants with respect to the Securities offered hereby and has completed the repurchase or redemption of all such notes validly tendered for payment in connection with such offer;

(9)                                 make the payment of cash, dividends, distributions, advances or other Restricted Payments in lieu of fractional shares pursuant to (i) the exchange or conversion of any securities or (ii) the exercise of options or warrants; provided, that such payment shall not be for the purpose of evading the limitations of this Section 4.06 (as determined in good faith by the Board of Directors);

(10)                          declare or pay dividends to holders of any class or series of Redeemable Capital Stock of the Issuer or any of its Restricted Subsidiaries or any class or series of preferred stock of a Restricted Subsidiary issued after the Issue Date in accordance with Section 4.05:

(11)                          make (i) advances or loans to (a) any future, present or former officer, director, employee or consultant of the Issuer or a Restricted Subsidiary to pay for the purchase or other acquisition for value of Capital Stock (other than Redeemable Capital Stock) of the Issuer or a Restricted Subsidiary, or any obligation under a forward sale agreement deferred purchase agreement or deferred payment arrangement pursuant to any management equity plan or stock option plan or any other management or employee benefit or incentive plan or other agreement or arrangement or (b) any management equity plan or stock option plan or any other management or employee benefit or incentive plan or unit trust or the trustees of any such plan or trust to pay for the purchase or other acquisition for value of Capital Stock of the Issuer or a Restricted Subsidiary or (ii) repurchases, redemptions or other acquisitions or retirements for value of any Capital Stock of the Issuer held by any current or former officer, director, employee or consultant of the Issuer or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the total aggregate amount of Restricted Payments under this clause (11) does not exceed $3.5 million in any calendar year (with any unused amounts in any calendar year carried over to the next two succeeding calendar years); and provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds from the sale of Capital Stock (other than Redeemable Capital Stock) of the Issuer or a Restricted Subsidiary received by the Issuer or a Restricted Subsidiary during such calendar year, in each case to members of management, directors or consultants of the Issuer or any of its Restricted Subsidiaries, to the extent the cash proceeds from the sale of Capital Stock (other than Redeemable Capital Stock) have not otherwise been applied to the making of Restricted Payments and are excluded from clauses (c)(2), (3) and (4) of Section 4.05(a); and

(12)                          make any purchase, repurchase, redemption or defeasance of other acquisition or retirement of the Capital Stock of the Issuer (i) in an aggregate amount not to exceed $15.0 million pursuant to the terms of the rights held by Totem Onelove Group Pty Ltd, Totem Industries Pty Ltd and any of their affiliates as in effect on the date of this Indenture or as subsequently amended, supplemented or otherwise modified thereafter and (ii) in an aggregate amount not to exceed $12.5 million pursuant to the terms of any other repurchase, repurchase, redemption or similar rights held by holders of our Capital Stock.

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(c)                                  In the event that a Restricted Payment or Permitted Investment meets the criteria of more than one of the types of Restricted Payments described in the above paragraphs of this Section 4.06 or Permitted Investments described in the definition thereof, the Issuer in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Restricted Payment or Permitted Investment in any manner that complies with this Section 4.06 and such Restricted Payment or Permitted Investment shall be treated as having been made pursuant only to the clause or clauses of this Section 4.06 or of the definition of Permitted Investment to which such Restricted Payment or Permitted Investment has been classified or reclassified.

Section 4.07                                         Limitation on Transactions with Affiliates.  (a)  The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or suffer to exist any transaction or series of related transactions (including, without limitation, the sale, purchase, exchange or lease of assets, property or services) with any Affiliate of the Issuer (other than a Restricted Subsidiary of the Issuer) involving aggregate consideration in excess of $5.0 million, unless:

(i)                                     such transaction or series of transactions is on terms that are no less favorable to the Issuer or such Restricted Subsidiary, as the case may be, than would be available at the time of such transaction or series of transactions in a comparable transaction in an arm’s length dealing with an unaffiliated third party (as determined in good faith by the Board of Directors or Senior Management); and

(ii)                                  with respect to a transaction or series of transactions involving aggregate payments equal to or greater than $10.0 million, a majority of the Disinterested Members (as evidenced by a Board Resolution) determines that such transaction or series of transactions complies with clause (1) above, or if there are no such Disinterested Members, an Independent Financial Advisor determines that (i) such transaction or series of related transactions is fair to the Issuer or such Restricted Subsidiary from a financial point of view or (ii) that the terms of such transaction or series of related transactions are not materially less favorable to the Issuer or such Restricted Subsidiary than those that would have been obtained in a comparable transaction with an unaffiliated party on an arm’s-length basis.

(b)                                 The foregoing provisions will not apply to:

(i)                                     transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in such Person;

(ii)                                  any Restricted Payment not prohibited by Section 4.06 or any Permitted Investment;

(iii)                               any transaction or series of transactions between the Issuer and one or more of its Restricted Subsidiaries or between two or more of its Restricted Subsidiaries;

(iv)                              the payment of reasonable and customary fees, including consulting fees, bonuses and compensation (including amounts paid pursuant to employee benefit plans) for the personal services of, the reimbursement of expenses paid by, and indemnity provided on behalf of, future, present or former officers, directors, employees, members of management,

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consultants, or independent contractors of the Issuer or any of its Restricted Subsidiaries so long as such payment, reimbursement or indemnity (i) has been approved by a majority of Disinterested Members (as evidenced by a Board Resolution) or (ii) is paid in the ordinary course of business;

(v)                                 any agreements or arrangements in existence on the Issue Date that are described or incorporated by reference in the Offering Memorandum, and any amendments, modifications, extensions or replacements thereof; provided, however, that any such amendments, modifications, extensions or replacements shall only be permitted by this clause (5) to the extent that the terms of such amendment, modification, extension or replacement, taken as a whole, are not materially more disadvantageous to the Issuer and its Restricted Subsidiaries than the terms of such agreements or arrangements in effect on the Issue Date; provided that a good faith determination by a majority of the Disinterested Members (as evidenced by a Board Resolution) that the terms of such amendment, modification, extension or replacement, taken as a whole, are not materially more disadvantageous to the Issuer and its Restricted Subsidiaries than the terms of such agreements or arrangements in effect on the Issue Date shall be conclusive;

(vi)                              (a) transactions with customers, clients, suppliers, landlords, lessors, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture that are fair to the Issuer, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party (as determined in good faith by the Board of Directors or Senior Management) and (b) with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business;

(vii)                           transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable to the Issuer or its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person on an arm’s-length basis;

(viii)                        any issuance or sale of Equity Interests (other than Redeemable Capital Stock) of the Issuer and the granting of registration and other customary rights in connection therewith;

(ix)                              purchases, repurchases or repayments of notes or other Indebtedness or solicitations of amendments, waivers or consents in respect of notes or such other Indebtedness, if such purchase, repurchase or repayment or solicitation is on the same terms as those offered to Holders or such other Indebtedness that are not Affiliates;

(x)                                 the granting and performance of registration rights for the Issuer’s Capital Stock;

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(xi)                              transactions with an Affiliate where the only consideration paid by the Issuer or any Restricted Subsidiary is Capital Stock of the Issuer (other than Redeemable Capital Stock); and

(xii)                           any employment agreement, consultant agreement or employee benefit arrangement with any employee, consultant, officer or director of the Issuer or any Restricted Subsidiary, including under any stock option, stock appreciation right, stock incentive or similar plan, entered into in the ordinary course of business.

Section 4.08                                         Limitation on Liens.  The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or Incur any Lien (other than Permitted Liens) (i) on the Collateral or (ii) upon any of its other property or assets that do not constitute Collateral, in each case, whether owned on the Issue Date or acquired after that date; provided that, solely with respect to property or assets referred to in clause (ii), Liens securing Indebtedness may be Incurred if, contemporaneously with the Incurrence of such Lien effective provision is made to secure the Indebtedness due under this Indenture and the Securities (including additional notes) equally and ratably with (or prior to in the case of a Lien with respect to Subordinated Obligations) the Indebtedness secured by such Lien for so long as such Indebtedness is so secured (and such Lien created in favor of the Securities will be automatically and unconditionally released upon the release and discharge of the Lien on such Indebtedness).

Section 4.09                                         Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.  (a)  The Issuer shall not, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any of its Restricted Subsidiaries to:

(i)                                     pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries (it being understood that the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock);

(ii)                                  make loans or advances to the Issuer or any of its Restricted Subsidiaries (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Indebtedness Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances): or

(iii)                               sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

(b)                                 The restrictions set forth in Section 4.09(a) shall not apply to encumbrances or restrictions existing under or by reason of:

(1)                                 agreements governing Indebtedness as in effect on the Issue Date (including, without limitation, the Indebtedness under the Revolving Credit Facility) and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings thereof; provided that such amendments,

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modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not materially more restrictive (as determined in good faith by the Board of Directors or Senior Management), taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date;

(2)                                 this Indenture, the Securities, the Guarantees herein and the Collateral Documents, or other indentures or agreements governing Indebtedness of the Issuer or any Restricted Subsidiary ranking equally with the Securities; provided that such indentures or agreements are not materially more restrictive, taken as a whole, than the encumbrances or restrictions imposed by this Indenture;

(3)                                 applicable law, rule, regulation or order or the terms of any license, authorization, concession or permit provided by any governmental authority;

(4)                                 any instrument governing Indebtedness or Equity Interests or any agreement of a Person (including its Subsidiaries) acquired by the Issuer or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was Incurred, or such agreement was entered into, in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired (including its Subsidiaries); provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of this Indenture to be Incurred;

(5)                                 any agreement existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date and any amendments, modifications, restatements, renewals, supplements or replacements thereof; provided that such amendments, modifications, restatements, renewals, supplements or replacements are not materially restrictive (as determined in good faith by the Board of Directors or Senior Management), taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date;

(6)                                 customary non-assignment provisions in leases, licenses, franchise agreements, conveyances and other commercial agreements entered into in the ordinary course of business;

(7)                                 purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired of the nature described in Section 4.09(a)(iii);

(8)                                 any agreement for the sale or other disposition of assets or Capital Stock of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending such sale or other disposition;

(9)                                 Liens securing Indebtedness otherwise permitted to be Incurred pursuant to this Indenture that limit the right of the Issuer or any of its Restricted Subsidiaries to dispose of the assets subject to such Lien;

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(10)                          customary provisions with respect to the disposition or distribution of assets or property in joint venture agreements, stockholder agreements, asset sale agreements, stock sale agreements and other similar agreements, which encumbrance or restriction is applicable only to the assets that are the subject of such agreements;

(11)                          encumbrances or restrictions arising or agreed to in the ordinary course of business, not relating to Indebtedness, that do not detract from the value of the property or assets of the Issuer and its Restricted Subsidiaries in any manner material to the Issuer and its Restricted Subsidiaries;

(12)                          restrictions on cash or other deposits or net worth imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

(13)                          restrictions that are not materially more restrictive, taken as a whole, than customary provisions in comparable financings (as determined in good faith by the Board of Directors) and that the management of the Issuer determines in good faith will not materially impair the Issuer’s ability to make scheduled payments as required under the Securities;

(14)                          agreements with respect to Indebtedness of the Issuer or any Restricted Subsidiary permitted to be incurred subsequent to the Issue Date pursuant to Section 4.05 and any amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings of those agreements; provided that such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Holders than is customary in comparable financings (as determined in good faith by the Board of Directors or Senior Management); and

(15)                          any agreement that extends, renews, amends, modifies, restates, supplements, refunds, refinances or replaces the agreements containing the encumbrances or restrictions in the foregoing clauses (1) through (14), or in this clause (15); provided that the terms and conditions of any such encumbrances or restrictions are not materially less favorable, taken as a whole, to the Holders than those under or pursuant to the agreement so extended, renewed, amended, modified, restated, supplemented, refunded, refinanced or replaced (as determined in good faith by the Board of Directors or Senior Management).

Section 4.10                                         Future Guarantors.  After the Issue Date, the Issuer will cause each Domestic Restricted Subsidiary that acts as co-borrower under or guarantees any First Priority Lien Obligations or any other Indebtedness of the Issuer or any Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will become a Guarantor and will unconditionally and irrevocably Guarantee the full and prompt payment of the Obligations on the Securities.  Each Guarantee of the Securities will be limited to an amount not to exceed the maximum amount that can be guaranteed by that entity without rendering the Guarantee as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

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Notwithstanding the foregoing, the Guarantee of the Securities by a Guarantor shall be automatically and unconditionally released and discharged:

(1)                                 upon any sale, transfer or other disposition, to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of its Restricted Subsidiaries, of all or substantially all the assets or Capital Stock of such Guarantor or any holding company of such Guarantor (in each case, whether by merger, consolidation, the sale of all or substantially all of its assets (other than by lease)), if the sale, transfer or other disposition is made in compliance with the covenant described under Section 5.01 and no Default or Event of Default will have occurred or be continuing or would occur as a consequence of a release of the obligations of such Guarantor;

(2)                                 if the conditions relating to legal defeasance or covenant defeasance or satisfaction and discharge of this Indenture are satisfied in accordance with this Indenture;

(3)                                 if the Issuer’s Obligations under this Indenture and the Securities are discharged in accordance with the terms of this Indenture;

(4)                                 upon the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary”

(5)                                 (i) upon the release of such Guarantor’s Guarantee under the First Priority Lien Obligations other than as a result of the repayment or termination of the First Priority Lien Obligations or (ii) with respect to the Guarantee of any Guarantor that was required to provide such Guarantee pursuant to this Section 4.10, upon such Guarantor being unconditionally released and discharged from its liability with respect to the Indebtedness giving rise to the requirement to provide such Guarantee; or

(6)                                 in accordance with Article VIII.

Section 4.11                                         Change of Control.  Upon the occurrence of a Change of Control, the Issuer shall be required to make an offer (a “Change of Control Offer”) to purchase in cash all outstanding Securities at a purchase price (the “Change of Control Purchase Price”) equal to 101% of their principal amount plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on an interest payment date falling prior to the date of purchase).

Within 30 days following the date upon which the Change of Control occurred, the Issuer must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer.  Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control  Payment Date”).  The Change of Control Offer is required to remain open for at least 20 Business Days.  Holders may tender all or part of Securities for purchase, so long as such tenders are in $1,000 denominations and no Security less than $2,000 will be purchased in part.

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If an offer is made to repurchase the Securities pursuant to a Change of Control Offer, the Issuer will comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations described in this covenant by virtue thereof.

The Issuer will not be required to make a Change of Control Offer upon a Change of Control if (a) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all notes validly tendered and not withdrawn under such Change of Control Offer or (b) a notice of redemption for all of the Securities then outstanding has been given pursuant to this Indenture as described under Article III. Any Change of Control Offer may be made in advance of the Change of Control and conditioned upon the occurrence of such Change of Control.

Section 4.12                                         Asset Sales.  (a) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly consummate an Asset Sale unless:

(1)                                 the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of, as determined in good faith (i) by an Officer of the Issuer for any Asset Sale of less than $10.0 million or (ii) by the Board of Directors for any Asset Sale of $10.0 million or greater; and

(2)                                 at least 75% of the consideration received in the Asset Sale by the Issuer or such Restricted Subsidiary is in the form of cash or Cash Equivalents:

(b)                                 For purposes of clause (a)(2) of this Section 4.12, each of the following shall be deemed to be cash:

(1)                                 any liabilities, including the cancellation of Indebtedness (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the footnotes thereto) of the Issuer or such Restricted Subsidiary (other than Subordinated Obligations or other liabilities that by their terms are expressly subordinated in right of payment to the Securities and the Guarantees thereof) that are assumed by the transferee (or a third party on behalf of the transferee) of any such assets or Equity Interests whereby the Issuer or such Restricted Subsidiary is released from further liability therefor whether specifically agreed by such transferee or third party or by operation of law; and

(2)                                 any securities, notes or other obligations received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash or Cash Equivalents within 365 days after the date of such Asset Sale (to the extent of the cash or Cash Equivalents received in that conversion);

(3)                                 any Designated Non-cash Consideration received by the Issuer or such Restricted Subsidiary in such Asset Sale having an aggregate Fair Market Value, taken together with all

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other Designated Non-cash Consideration received pursuant to this clause that is at that time outstanding, not to exceed the greater of $5.0 million and 0.75% of Total Assets as of the end of the Issuer’s most recently ended fiscal quarter prior to the date on which such Designated Non-cash Consideration is received (with the Fair Market Value of such item of Designated Non-cash Consideration being measured at the time received without giving effect to subsequent changes in value), shall be deemed to be cash for the purposes of this paragraph and no other purpose; and

(4)                                 any Capital Stock or assets of the kind referred to in clause (c)(2) of this Section 4.12.

(c)                                  Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or such Restricted Subsidiary may apply an amount equal to such Net Proceeds at its option:

(1)                                 to repay (i) Indebtedness on First Priority Lien Obligations (and, if the Indebtedness or Obligation repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto, unless the aggregate revolving commitments at the time of such repayment are below $30.0 million, in which case the related commitments with respect thereto will not be required to be reduced) or (ii) Pari Passu Lien Indebtedness (provided that if the Issuer or any Guarantor shall so reduce Obligations under Pari Passu Lien Indebtedness, the Issuer will equally and ratably reduce Obligations under the Securities by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repayment, the pro rata principal amount of Notes);

(2)                                 to acquire all or substantially all of the assets of, or any Capital Stock of, another Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Issuer;

(3)                                 to make capital expenditures;

(4)                                 to acquire or make capitalized repairs to other assets that are not classified as current assets under GAAP and that are used or useful in a Permitted Business; or

(5)                                 any combination of the foregoing,

or enter into a binding commitment regarding clause (c)(2), (c)(3), (c)(4) or (c)(5) of this Section 4.12, provided that such binding commitment shall be treated as a permitted application of Net Proceeds from the date of such commitment until the earlier of (x) the date on which such acquisition or expenditure is consummated and (y) the 180th day following the expiration of the aforementioned 365 day period.  If such acquisition or expenditure is not consummated on or before such 180th day and the Issuer or such Restricted Subsidiary shall not have applied such Net Proceeds pursuant to clauses (c)(1)—(4) of this Section 4.12 on or before such 180th day, such commitment shall be deemed not to have been a permitted application of Net Proceeds

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Pending the final application of any Net Proceeds, the Issuer may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by this Indenture.

(d)                                 On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in paragraph (c) above (each such date being referred to as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted in paragraph (c) above (“Excess Proceeds”) will be applied by the Issuer to make an offer (an “Asset Sale Offer”) to all Holders and to the holders of any Pari Passu Lien Indebtedness that is required to be repurchased or repaid or offered to be repurchased or repaid as a result of such Asset Sale at a price in cash in an amount equal to 100% of the principal amount of such Indebtedness, plus accrued and unpaid interest, if any, to, but not including, the date of purchase or prepayment.

(e)                                  The Issuer may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $10.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $10.0 million) will be applied as provided in paragraph (d) above.  If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use those Excess Proceeds for any purpose not otherwise prohibited by this Indenture.  If the aggregate principal amount of Notes and other Pari Passu Lien Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Securities and such other Pari Passu Lien Indebtedness to be purchased on a pro rata basis or in the manner described in Section 3.02 and 3.03. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

If an offer is made to repurchase the Securities pursuant to an Asset Sale Offer, the Issuer will comply with all tender offer rules under state and federal securities laws, including, but not limited to, Section 14(e) under the Exchange Act and Rule 14e-1 thereunder, to the extent applicable to such offer.  To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuer will comply with such securities laws and regulations and will not be deemed to have breached its obligations in this Section 4.12 by virtue thereof.

Section 4.13                                         Events of Loss.

The Issuer and the Restricted Subsidiaries may apply any Net Loss Proceeds in the same manner and in the same time periods (measured from the date of receipt thereof in the case of Net Loss Proceeds) as Net Proceeds from Asset Sales as set forth in Section 4.12. Net Loss Proceeds not applied in accordance therewith and within the specified time period will constitute Excess Proceeds.  Net Loss Proceeds will be aggregated for purposes of the $10.0 million threshold specified in Section 4.12.

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Section 4.14                                         Designation of Restricted and Unrestricted Subsidiaries.

(a) The Board of Directors may designate any Restricted Subsidiary of the Issuer to be an Unrestricted Subsidiary; provided that:

(1)                                 any Guarantee by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of the Subsidiary being so designated will be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under the covenant described in Section 4.05;

(2)                                 the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of such Subsidiary) (such amount, the “Designation Amount”) will be deemed to be an Investment made as of the time of such designation, and such Investment would be permitted to be made under Section 4.06;

(3)                                 such Subsidiary does not hold any Liens on any property of the Issuer or any of its Restricted Subsidiaries; and

(4)                                 no Default or Event of Default would be in existence following such designation.

(b)                                 The Board of Directors may at any time designate any Unrestricted Subsidiary to be Restricted Subsidiary; provided that:

(1)                                 such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if such Indebtedness is permitted under Section 4.05;

(2)                                 all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.08; and

(3)                                 no Default or Event of Default would be in existence following such designation.

(c)                                  Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary or redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, as the case may be, shall be evidenced to the Trustee by filing with the Trustee an Officers’ Certificate giving effect to such designation or redesignation and an Officers’ Certificate, signed on behalf of the Issuer by its principal executive officer or principal financial officer, certifying that such designation or redesignation complied with the preceding conditions, as applicable

Section 4.15                                         Provision of Financial Information.

(a)                                 Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the Holders or cause the Trustee to furnish to Holders, within the time periods specified in the rules and regulations of the SEC:

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(i)                                     all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and

(ii)                                  all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the Issuer were required to file or furnish such reports.

(b)                                 All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports.  Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants.  In addition, the Issuer will file or furnish a copy of each of the reports referred to in clauses (1) and (2) above with or to the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

(c)                                  If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing.  The Issuer agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings.  If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC.

(d)                                 If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer.

(e)                                  In addition, the Issuer and the Guarantors agree that, for so long as any notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(f)                                   Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates).

Section 4.16                                         Statement as to Compliance.  The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the date hereof, an Officers’ Certificate signed by the Issuer’s principal executive officer, principal financial officer or

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principal accounting officer stating whether, to such officer’s knowledge, the Issuer is in compliance with all covenants and conditions to be complied with by it under this indenture and is not in default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which such officer may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).  For purposes of this Section 4.16, such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

When a Default has occurred and is continuing or if the Trustee, any Holder or the trustee for or the Holder of any other evidence of Indebtedness of the Issuer or any Subsidiary gives any notice or takes any other action with respect to a claimed Default, the Issuer shall deliver to the Trustee an Officers’ Certificate specifying such Default, notice or other action within 10 Business Days of its occurrence.

Section 4.17                                         [RESERVED].

Section 4.18                                         After-Acquired Property.  Not later than 30 days after the acquisition by either the Issuer or any Guarantor of any After-Acquired Property (or 120 days for any real property) the Issuer or such Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates, title insurance and Opinions of Counsel as shall be reasonably necessary to vest in the Trustee or the Collateral Agent a perfected security interest, mortgage or other Lien in such After-Acquired Property and to have such After-Acquired Property added to the Collateral and thereupon all provisions of this Indenture and the Collateral Documents relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect.

Section 4.19                                         Collateral.

(i)                                     The Issuer shall furnish to the Collateral Agent prompt written notice of any change (1) in corporate name of any of the Issuer or the Guarantors, (2) identity or corporate structure of any of the Issuer or the Guarantors, (3) jurisdiction of organization of any of the Issuer or the Guarantors or (4) in any Federal Taxpayer Identification Number or state organizational identification number of any of the Issuer or the Guarantors.  The Issuer and the Guarantors agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Collateral Documents.

(ii)                                  The Issuer and the Guarantors also agree to promptly notify (or to have the Issuer notify on its behalf) the Collateral Agent if any material portion of the Collateral is damaged or destroyed.

(iii)                               Following the occurrence and during the continuance of any Event of Default, the Issuer shall establish a Controlled Deposit Account (as defined in the Second Lien Collateral Agreement), into which cash dividends received in respect of the Pledged Shares shall be deposited within one Business Day of receipt thereof.

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Section 4.20                                         Certain Post-Closing Obligations.  (a)  The Issuer and the Guarantors shall deliver the documents and take the actions specified on Schedule I, including those documents and other agreements that would have been required to be delivered on the Issue Date, within the time frames specified on Schedule I.

Section 4.21                                         Additional Collateral.  If any additional Collateral is granted to the agent under any First Priority Lien Obligations after the date hereof (other than in the case of any guarantee of the obligations of a Foreign Subsidiary), the Issuer shall cause the same to be granted to the Collateral Agent for the benefit of all the Holders and the Trustee (subject to the terms of the Intercreditor Agreement).

ARTICLE V

SUCCESSOR COMPANY

Section 5.01                                         Consolidation of Issuer.  (a)  The Issuer will not, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person, whether or not the Issuer is the surviving corporation, or sell, assign, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of affiliated Persons unless at the time and after giving effect thereto:

(i)                                     either: (a) the Issuer shall be the surviving entity; or (b) the Person (if other than the Issuer) formed by such consolidation or into which the Issuer is merged or the Person which acquires by conveyance, transfer, lease or disposition the properties and assets of the Issuer substantially as an entirety (the “Surviving Entity”) shall be a Person duly organized and validly existing under the laws of the United States of America, any state thereof or the District of Columbia and shall, in either case, expressly assume by supplemental indenture all of the Obligations of the Issuer under the Securities, this Indenture and the Collateral Documents;

(ii)                                  immediately after giving effect to such transaction on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;

(iii)                               immediately after giving effect to such transaction on a pro forma basis, except in the case of the consolidation or merger of any Restricted Subsidiary with or into the Issuer, the Issuer (or the Surviving Entity if the Issuer is not the surviving entity) could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Section 4.05 or the Issuer’s Interest Coverage Ratio for the four full fiscal quarters preceding such transaction for which internal financial statements are available, taken as one period, would be equal to or greater than the Interest Coverage Ratio immediately prior to such transaction;

(iv)                              each Guarantor (unless it is the other party to the transactions above, in which case clause (i)(b) shall apply) shall have confirmed in writing that its Guarantee of the Securities shall apply to such Person’s obligations in respect of the outstanding Securities and this Indenture and that such Guarantor’s obligations under the Collateral Documents to which it is a party shall continue to be in effect; and

(v)                                 the Collateral transferred to the Surviving Entity will (a) continue to constitute Collateral under this Indenture and the Collateral Documents, (b) be subject to the

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Liens in favor of the Collateral Agent for the benefit of the Trustee and the Holders, and (c) not be subject to any Lien other than Permitted Liens.

(b)                                 In connection with any consolidation, merger, transfer or lease contemplated hereby, the Issuer shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, transfer or lease and the supplemental indenture in respect thereto comply with the provisions described herein and that all conditions precedent herein provided for or relating to such transaction have been complied with.

(c)                                  Sections 5.01(a)(ii), 5.01(a)(iii) and 5.01(b) will not apply to any merger, consolidation, sale, assignment, transfer, conveyance or other disposition of assets (i) between the Issuer and any Restricted Subsidiary or (ii) for the purpose and with the effect of reincorporating the Issuer in another jurisdiction or converting the Issuer into a corporation, partnership, limited partnership, limited liability company or trust.

(d)                                 To the extent required under the Collateral Documents and this Indenture, the Issuer or the Surviving Entity, as applicable, will cause such amendments, supplements or other instruments to be executed, delivered, filed and recorded, as applicable, in such jurisdictions as may reasonably be required by applicable law to preserve and protect the Lien of the Collateral Documents on the Collateral owned by or transferred to the Issuer or the Surviving Entity.

Section 5.02                                         Successor Substituted.  Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Issuer in accordance with Section 5.01, the successor Person formed by such a consolidation or into which the Issuer is merged or to which such transfer is made shall succeed to, shall be substituted for and may exercise every right and power of the Issuer under the Securities and this Indenture, with the same effect as if such successor had been named as the Issuer herein.  In the event of any transaction (other than a lease) described and listed in Section 5.01 in which the Issuer is not the surviving entity, the successor Person formed or remaining shall succeed to, be substituted for and may exercise every right and power of the Issuer, and the Issuer shall be discharged from all Obligations and covenants under the Securities and this Indenture.

ARTICLE VI

DEFAULTS AND REMEDIES

Section 6.01                                         Events of Default.  “Event of Default,” wherever used herein, means any one of the following events:

(a)                                 default in the payment of any interest on any Security when it becomes due and payable and the continuance of such default for a period of 30 days;

(b)                                 default in the payment of the principal of or premium, if any, on any Security on the date on which the principal of such Security becomes due and payable (upon Stated Maturity, acceleration, optional redemption, required purchase or otherwise);

(c)                                  failure to comply with Sections 4.12 and 4.13 and Article V;

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(d)                                 default in the performance, or breach, of any covenant or agreement of the Issuer contained in this Indenture (other than a default in the performance, or breach, of a covenant that is specifically dealt with in clause (a), (b) or (c) above) and continuance of such default or breach for a period of 60 days after written notice shall have been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Securities then outstanding;

(e)                                  (i) one or more defaults in any payment on Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), aggregating $15.0 million or more, when the same becomes due and payable at the final maturity of such Indebtedness, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived or (ii) Indebtedness of the Issuer, any Guarantor or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), aggregating $15.0 million or more shall have been accelerated prior to the final maturity thereof;

(f)                                   one or more final judgments or orders (to the extent such judgments or orders are not covered by enforceable insurance policies issued by solvent carriers) shall be rendered against the Issuer, any Guarantor or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) for the payment of money, either individually or in an aggregate amount, in excess of $15.0 million and shall not be discharged and either (i) an enforcement proceeding shall have been commenced by any creditor upon such judgment or order which shall not have been stayed or dismissed within 30 days after commencement of such proceeding or (ii) there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, was not in effect;

(g)                                  the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) pursuant to or under or within the meaning of any Bankruptcy Law:

(i)                                     commences a voluntary case or proceeding;

(ii)                                  consents to the entry of a Bankruptcy Order in an involuntary case or proceeding or the commencement of any case against it;

(iii)                               consents to the appointment of a Custodian for them or for any substantial part of its property;

(iv)                              makes a general assignment for the benefit of its creditors or files a proposal or other scheme of arrangement involving the rescheduling or composition of its indebtedness;

(v)                                 files a petition in bankruptcy or an answer or consent seeking reorganization or relief; or

(vi)                              consents to the filing of such petition in bankruptcy or the appointment of or taking possession by a Custodian;

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(h)                                 a court of competent jurisdiction in any involuntary case or proceeding enters a Bankruptcy Order against the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), and such Bankruptcy Order remains unstayed and in effect for 60 consecutive days;

(i)                                     a Custodian shall be appointed out of court with respect to the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary), or with respect to all or any substantial part of the property of the Issuer or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary);

(j)                                    except as permitted by this Indenture or any Guarantee, any Guarantee of the Securities by a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Obligations under its Guarantee of the Securities;

(k)                                 unless all of the Collateral has been released from the Liens in accordance with the provisions of the Collateral Documents, the Liens on a material portion of the Collateral cease to be valid or enforceable and such Default continues for 30 days, or the Issuer shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Person that is a Subsidiary of the Issuer, the Issuer fails to cause such Subsidiary to rescind such assertions within 30 days after the Issuer has actual knowledge of such assertions; and

(l)                                     the failure by the Issuer or any Guarantor to comply for 60 days after notice with its other agreements contained in the Collateral Documents except for a failure that would not be material to the Holders and would not materially affect the value of the Collateral taken as a whole.

Section 6.02                                         Acceleration; Rescission and Annulment.  (a) If an Event of Default (other than an Event of Default specified in Section 6.01(g), (h) or (i) with respect to the Issuer) shall occur and is continuing, then and in every such case the Trustee, by notice to the Issuer, or the Holders of not less than 25% in aggregate principal amount of the Securities outstanding, by notice to the Issuer and the Trustee, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable.  If an Event of Default specified in Section 6.01(g), (h) or (i) with respect to the Issuer shall occur and is continuing, then the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.  The Issuer shall deliver to the Trustee, within 10 days after the occurrence thereof, notice of any default or acceleration referred to in Sections 6.01(d) and 6.01(e).

(b)                                 At any time after a declaration of acceleration has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee as provided hereinafter in this Article VI, the Holders of a majority in aggregate principal amount of the

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outstanding Securities, by written notice to the Issuer and the Trustee, may rescind and annul such declaration and its consequences if:

(i)            the Issuer has paid or deposited, or caused to be paid or deposited, with the Trustee a sum sufficient to pay:

(A)          all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee (acting in any capacity hereunder), its agents and counsel;

(B)          all overdue interest on all Securities

(C)          the principal of (and premium, if any, on) any Securities that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Securities; and

(D)          to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Securities; and

(ii)           all Events of Default, other than the non-payment of principal of the Securities which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.04.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 6.03              Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  No remedy is exclusive of any other remedy.  All available remedies are cumulative.

Section 6.04              Waiver of Past Defaults.  Subject to Section 6.02, the Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from a failure to make or consummate a Change of Control Offer in accordance with the provisions of Section 4.11, or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected.  When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

Section 6.05              Control by Majority.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power

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conferred on the Trustee with respect to the Securities.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee in personal liability.  Prior to taking any action hereunder, the Trustee shall be entitled to indemnification satisfactory to it against all losses and expenses caused by taking or not taking such action.

Section 6.06              Limitation on Suits.  A Holder may not pursue any remedy with respect to this Indenture or the Securities unless:

(i)            such Holder shall have previously given to the Trustee written notice of continuing Event of Default;

(ii)           the Holders of at least 25% in aggregate principal amount of the Securities then outstanding shall have made a written request, and such Holder of or Holders shall have offered reasonable indemnity, to the Trustee to pursue such proceeding as trustee; and

(iii)          the Trustee has failed to institute such proceeding and has not receive from the Holders of at least a majority in aggregate principal amount of the Securities outstanding a direction inconsistent with such request, within 60 days after such notice, request and offer.

The foregoing limitations on the pursuit of remedies by a Holder shall not apply to a suit instituted by a Holder for the enforcement of payment of the principal of or interest on such Security on or after the applicable due date specified in such Security.  A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07              Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08              Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 7.07.

Section 6.09              Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer, their creditors or their property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for

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the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.07.

Section 6.10              Priorities.  If the Trustee collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

FIRST:  to the Trustee (in any capacity hereunder) for amounts due under Section 7.07;

SECOND:  to Holders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest respectively; and

THIRD:  to the Issuer.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section.  At least 15 days before such record date, the Issuer shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.

Section 6.11              Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in aggregate principal amount of the Securities.

Section 6.12              Waiver of Stay or Extension Laws.  The Issuer (to the extent they may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VII

TRUSTEE

Section 7.01              Duties of Trustee.  (a)  If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b)           Except during the continuance of an Event of Default;

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(i)            the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)           in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificate and opinions to determine whether or not they conform to the form requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c)           The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i)            this subsection (c) does not limit the effect of subsection (b) of this Section;

(ii)           the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii)          the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(d)           Every provision of this Indenture that in any way relates to the Trustee is subject to subsections (a), (b) and (c) of this Section.

(e)           The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f)            Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g)           No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.  The Trustee shall be under no obligation to exercise any of their rights and powers under this Indenture at the request of any Holder, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

(h)           Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and the provisions of this Article VII shall apply to the Trustee in its role as Registrar, Paying Agent and Security Custodian.

(i)            The Trustee shall not be deemed to have notice of a Default or an Event of Default unless (a) a Trust Officer has received written notice thereof from the Issuer or any Holder or (b) a Trust Officer shall have actual knowledge thereof.

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(j)            Except with respect to Section 4.01, the Trustee shall have not duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article 4.  In addition, the Trustee shall not be deemed to have knowledge of an Event of Default except (i) any Default or Event of Default occurring pursuant to Sections 4.01, 6.01(a) or 6.01(b) or (ii) any Default or Event of Default of which a Trust Officer shall have received written notification.

Section 7.02              Rights of Trustee.

(i)            The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.  The Trustee may, however, in its discretion make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney.

(ii)           Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(iii)          The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(iv)          The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(v)           The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(vi)          The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as a duty unless so specified herein.

(vii)         In no event shall the Trustee be liable under or in connection with this Indenture for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Trustee has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.

(viii)        The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(ix)          The Trustee shall not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the

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fact, fire, communication line failures, computer viruses, power failures, earthquakes, terrorist attacks or other disasters.

Section 7.03              Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.  Any Paying Agent, Registrar or co-registrar may do the same with like rights.  However, the Trustee must comply with Sections 7.10 and 7.11.

Section 7.04              Trustee’s Disclaimer.  The Trustee shall not be responsible for and makes no representation as to the validity, priority or adequacy of this Indenture or the Securities, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer’s in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication.  The Trustee shall not be responsible for calculating the Applicable Premium, or determining whether such amount is due.  In addition, the Trustee shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens on the Collateral nor for monitoring the actions of the Collateral Agent with respect to the same.

Section 7.05              Notice of Defaults.  If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after it is known to a Trust Officer or written notice of it is received by the Trustee.  Except in the case of a Default or Event of Default in payment of principal of or interest on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders.

Section 7.06              Reports by Trustee to Holders.  Within 60 days after each August 1 beginning with August 1, 2014, and for so long as Securities remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve (12) months preceding the reporting date, no report need be transmitted).

Section 7.07              Compensation and Indemnity.  The Issuer shall pay to the Trustee, and any predecessor Trustee from time to time, such compensation for its services as shall from time to time be agreed to in writing by the Issuer and the Trustee.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services.  Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts.  The Issuer shall indemnify the Trustee against any and all loss, liability or expense (including reasonable attorneys’ fees other than allocable cost of internal counsel) incurred by it in connection with the acceptance and administration of this trust and the performance of its duties hereunder.  The Trustee shall notify the Issuer promptly of any claim for which it may seek indemnity.  Failure by the Trustee to so

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notify the Issuer shall not relieve the Issuer of its obligations hereunder.  The Issuer shall defend the claim and the Trustee may have separate counsel and the Issuer shall pay the fees and expenses of one such counsel.  The Issuer need not reimburse any expenses or indemnify against any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.  The Issuer need not pay for any settlement made by the Trustee without the Issuer’s consent, such consent not to be unreasonably withheld.  All indemnifications and releases from liability granted hereunder to the Trustee shall extend to the Collateral Agent, and each of the Trustee’s and Collateral Agent’s respective officers, directors, employees, agents successors and assigns.

To secure the Issuer’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Securities.

The Issuer’s payment obligations pursuant to this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture.  When the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(g), (h) or (i) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

The provisions of this Section shall survive the resignation or removal of the Trustee (or Collateral Agent, as applicable) and the termination of this Indenture.

Section 7.08              Replacement of Trustee.  The Trustee may resign at any time by so notifying the Issuer.  The Holders of a majority in aggregate principal amount of the Securities then outstanding may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee.  The Issuer shall remove the Trustee if:

(i)            the Trustee fails to comply with Section 7.10;

(ii)           the Trustee is adjudged bankrupt or insolvent;

(iii)          a receiver or other public officer takes charge of the Trustee or its property; or

(iv)          the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Issuer or by the Holders a majority in aggregate principal amount of the Securities then outstanding and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Holders.  The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

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If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee at the expense of the Isuser or the Holders of 10% in aggregate principal amount of the Securities then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder who has been a bona fide Holder for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Issuer obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

Section 7.09              Successor Trustee by Merger.  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.  In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any such successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee, and in all such cases such certificates shall have the full force which it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10              Eligibility; Disqualification.  The Trustee shall at all times satisfy the requirements of TIA §310(a).  The Trustee shall have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least $50,000,000 as set forth in its (or its related bank holding company’s) most recent published annual report of condition.  The Trustee shall comply with TIA §310(b), subject to the penultimate paragraph thereof; provided, however, that there shall be excluded from the operation of TIA §310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA §310(b)(1) are met.

Section 7.11              Preferential Collection of Claims Against the Issuer.  The Trustee shall comply with TIA §311(a) as if TIA §311(a) were applicable to this Indenture, excluding any creditor relationship listed in TIA §311(b). A Trustee who has resigned or been removed shall be subject to TIA §311(a) to the extent indicated as if it were applicable to this Indenture.

ARTICLE VIII

DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.01              Discharge of Liability on Securities; Defeasance.  (a) When (i) either (A) all outstanding Securities that have been authenticated (other than Securities that have been

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lost, destroyed or wrongfully taken and that have been replaced pursuant to Section 2.07 and Securities for whose payment money has been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation or (B) all outstanding Securities that have not been delivered to the Trustee for cancellation have become due and payable, whether at Maturity or upon redemption or will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption pursuant to Article III and the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, including principal, premium, if any, and accrued interest to the date of Maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound; (iii) the Issuer has or any Guarantor has paid or caused to be paid all sums payable by them or it under this Indenture and the Securities; and (iv) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Securities at Maturity or the redemption date, as the case may be, then upon demand of the Issuer (accompanied by an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent specified herein relating to the satisfaction and discharge of this Indenture have been complied with) this Indenture shall cease to be of further effect with respect to the Securities and the Trustee shall acknowledge satisfaction and discharge of this Indenture, at the cost and expense of the Issuer.

(b)           Subject to Sections 8.01(c) and 8.02, the Issuer may, at its option, and at any time, elect to terminate (i) all of their and the Guarantors’ obligations under the Securities and any Guarantee thereof and this Indenture (“legal defeasance option”) or (ii) its and the Guarantors’ obligations under Section 5.01(a)(iii) and Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16 and 4.19 and the operation of Section 6.01(c) (with respect to an Event of Default due to a failure to meet obligations under Section 5.01(a)( iii)) and Sections 6.01(d), (e) and (f) (“covenant defeasance option”).  The Issuer may exercise its legal defeasance option notwithstanding their prior exercise of their covenant defeasance option.

If the Issuer exercises its legal defeasance option, payment of the Securities may not be accelerated because of an Event of Default.  If the Issuer exercises its covenant defeasance option, payment of the Securities may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d) (with respect to Sections 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.19, 4.21 and 4.22 and 5.01(a)(iii)), and Section 6.01(e), (f) (j), (k) or (l).

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminate.

(c)           Notwithstanding subsections (a) and (b) above, the Issuer’s obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 4.01, 4.02, 4.03, 7.07, 7.08, 8.03, 8.04, 8.05 and

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8.06 shall survive until the Securities have been paid in full.  Thereafter, the Issuer’s obligations in Sections 7.07, 8.04, 8.05 and 8.06 shall survive.

Section 8.02              Conditions to Defeasance.  The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(i)            The Issuer shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 7.10 who shall agree to comply with the provisions of this Article VIII applicable to it) as trust funds in trust for the benefit of the Holders, cash in U.S. Dollars, non-callable Government Securities or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge and which shall be applied by the Trustee (or other qualifying trustee) to pay the principal of (and premium, if any, on) and interest on the outstanding Securities on the Stated Maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; provided that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such Government Securities to said payments with respect to the Securities.  Before such a deposit, the Issuer may give the Trustee, in accordance with Section 3.01 hereof, a notice of its election to redeem all of the outstanding Securities at a future date in accordance with Article III, which notice shall be irrevocable;

(ii)           in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall state that, the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such legal defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

(iii)          in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an Opinion of Counsel stating that the Holders will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred;

(iv)          such legal defeasance or covenant defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture or any material agreement or instrument to which the Issuer is a party or by which it is bound; and

(v)           the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities as contemplated by this Article VIII have been complied with.

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Section 8.03              Application of Trust Money.

The Trustee shall hold in trust money or Government Securities deposited with it pursuant to this Article VIII.  It shall apply the deposited money and the money from Government Securities through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities.

Section 8.04              Repayment to Issuer.  The Trustee and the Paying Agent shall promptly turn over to the Issuer upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Issuer upon request any money held by them for the payment of principal, premium, if any, or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors.

Section 8.05              Indemnity for Government Obligations.  The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited Government Securities or the principal and interest received on such Government Securities.

Section 8.06              Reinstatement.  If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with this Article VIII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article VIII until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with this Article VIII; provided, however, that, if the Issuer has made any payment of interest on or principal of any Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENTS

Section 9.01              Without Consent of Holders.  The Issuer, the Guarantors, the Trustee and the Collateral Agent, if applicable, may amend or supplement this Indenture, the Securities, the Guarantees thereof or the Collateral Documents without consent of any Holder:

(1)           to cure any ambiguity, defect or inconsistency;

(2)           to conform the text of this Indenture, the Securities or any Collateral Documents to the corresponding provision of the “Description of the Notes” in the Offering Memorandum to the extent that such provision in such “Description of the Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Securities or any Collateral Document as certified in an Officers’ Certificate;

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(3)           to provide for uncertificated Securities in addition to or in place of certificated Securities;

(4)           to provide for the assumption of the Issuer’s or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets pursuant to Article V and Section 10.03(b);

(5)           to make any change that would provide any additional rights or benefits to Holders or that does not, in the good faith opinion of the Board of Directors, materially adversely affect the legal rights under this Indenture or any Collateral Document of any such Holder;

(6)           to comply with Section 4.10 or add a Guarantee of the Securities;

(7)           to comply with the rules of any applicable securities depositary;

(8)           to evidence and provide for the acceptance of appointment by a successor Trustee;

(9)           to provide for the issuance of Additional Securities in accordance with the limitations set forth in Sections 2.01, 4.05 and 4.08;

(10)         to mortgage, pledge, hypothecate or grant a security interest in favor of the Collateral Agent for the benefit of the Trustee and the Holders as additional security for the payment and performance of the Issuer’s and any Guarantor’s obligations under this Indenture, in any property, or assets, including any of which are required to be mortgaged, pledged or hypothecated, or in which a security interest is required to be granted to the Trustee pursuant to this Indenture or otherwise;

(11)         to provide for the succession of any parties to the Collateral Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement, supplement or other modification from time to time of the Revolving Credit Facility or any other agreement that is not prohibited by this Indenture;

(12)         to provide for the release or addition of Collateral or Guarantees of the Securities in accordance with the terms of this Indenture and the Collateral Documents;

(13)         to comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

(14)         to provide security for borrowings under the Revolving Credit Facility that are incurred in accordance with this Indenture and (by entering into (i) one or more new intercreditor agreements having terms that, taken as a whole, are not materially less favorable to the Holders, as determined in good faith by the Issuer, than those of the Intercreditor Agreement or (ii) one or more supplements to the Intercreditor Agreement

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substantially in the form attached to the Intercreditor Agreement) to provide for the lien priority thereof; or

(15)         to issue or secure, and (by entering into (i) one or more new intercreditor agreements having terms that, taken as a whole, are not materially less favorable to the Holders, as determined in good faith by the Issuer, than those of the Intercreditor Agreement or (ii) one or more supplements to the Intercreditor Agreement substantially in the form attached to the Intercreditor Agreement) provide for the lien priority of First Priority Lien Obligations or Pari Passu Lien Indebtedness, if any.

After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Section 9.02              With Consent of Holders.  The Issuer, the Guarantors, the Trustee and the Collateral Agent, if applicable, may modify or amend this Indenture, the Securities, the Guarantees thereof or the Collateral Documents with the written consent of the Holders of not less than a majority in aggregate principal amount of the Securities then outstanding (including consents obtained in connection with purchase of, or tender offer or exchange offer for the Securities). Any existing Default or Event of Default or compliance with any provision of this Indenture, the Securities, the Guarantees thereof and the Collateral Documents may be waived with the consent of the holders of a majority in aggregate principal amount of the then outstanding notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes) provided, however, that nothing in this section shall affect or alter any provision contained in this Indenture, the Securities or any Collateral Documents relating to the release of Collateral.  However, without the consent of each Holder affected thereby, a modification or amendment may not:

(i)            change the Stated Maturity of the principal of, or any installment of interest on, any note, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which any note or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the redemption date);

(ii)           reduce the percentage in principal amount of outstanding notes, the consent of whose holders is necessary to amend or waive compliance with certain provisions of this Indenture or to waive certain defaults;

(iii)          waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Securities (except a rescission of acceleration of the Securities by the holders of at least a majority in aggregate principal amount of the Securities and a waiver of the payment default that resulted from such acceleration);

(iv)          except as expressly set forth provided in this Indenture, modify or release the Guarantee of Securities of any Guarantor in any manner adverse to Holders; or

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(v)           contractually subordinate in right of payment, the Securities to any other Indebtedness of the Issuer or any Guarantee of the Securities by any Guarantor to any other Indebtedness of such Guarantor (it being understood that no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees of the Securities arising or created in respect of such other Indebtedness of the Issuer or any Guarantor or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them).

Notwithstanding the foregoing, without the consent of holders of at least 75% of the principal amount of the Securities an, this Section 9.02 shall not permit (a) the release of all or substantially all of the Collateral (other than in accordance with the terms of the Collateral Documents or this Indenture) or (b) any amendment to the provision of the Intercreditor Agreement or this Indenture dealing with the order of the application of proceeds of Collateral that would materially adversely affect the Holders (which for the avoidance of doubt does not include any amendment to Sections 4.12 and 4.13 or the definitions relating thereto).  Except as set forth in the prior sentence, the Holders of a majority in aggregate principal amount of the outstanding Securities may waive compliance with the Collateral Documents and the restrictive covenants and provisions of this Indenture that relate to the Collateral, and may release Collateral or consent to any change or amendment to the provisions of any Collateral Document.

It shall not be necessary for the consent of the Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof

After an amendment under this Section 9.02 becomes effective, the Issuer shall mail to Holders a notice briefly describing such amendment.  The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section.

Section 9.03              Revocation and Effect of Consents and Waivers.  A consent to an amendment or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent or waiver is not made on the Security.  However, any such Holder or subsequent Holder may revoke the consent or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.  After an amendment or waiver becomes effective, it shall bind every Holder.  An amendment or waiver becomes effective upon the execution of such amendment or waiver by the Trustee.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture.  Such record date shall be a date not more than 30 days prior to the first solicitation of Holders generally in connection therewith and no later than the date such solicitation is completed.  If a record date is fixed, then notwithstanding the immediately preceding paragraph those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give

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such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date.  No such consent shall be valid or effective for more than 180 days after such record date.

For all purposes of this Indenture, all Initial Securities and Additional Securities shall vote together as one series of Securities under this Indenture.

Section 9.04              Notation on or Exchange of Securities.  If an amendment changes the terms of a Security, the Trustee may require the Holder of the Security to deliver such Security to the Trustee.  The Trustee may place an appropriate notation on the Security regarding the changed terms and return such Security to the Holder.  Alternatively, if the Issuer so determines or the Trustee so determines, the Issuer in exchange for, the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms.  Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment.

Section 9.05              Trustee To Sign Amendments.  The Trustee shall sign any amendment authorized pursuant to this Article IX if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may but need not sign it.  In signing such amendment the Trustee shall be entitled to receive indemnity reasonably satisfactory to it and to receive, in addition to the documents required by Section 11.04 and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel each stating that such amendment is authorized or permitted by this Indenture.

ARTICLE X

GUARANTEES

Section 10.01           Guarantees.  Subject to the provisions of this Article X, each Guarantor hereby, jointly and severally, as a primary obligor and not merely as a surety, unconditionally and irrevocably, Guarantees to each Holder and the Trustee, the Securities Obligations including, without limitation, the prompt and complete payment and performance by the Issuer and each other Guarantor when due (whether at the stated maturity, by acceleration, by redemption or otherwise) of the principal of, premium, if any, and interest, if any, on the Securities and all other obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding and the obligations under Section 7.07) (all the foregoing being hereinafter collectively called the “Guarantor Obligations”).  Each Guarantor agrees that the Guarantor Obligations shall rank equally in right of payment with other senior secured Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guarantor Obligations.  Each Guarantor further agrees (to the extent permitted by law) that the Guarantor Obligations may be extended or renewed, in whole or in part, without notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal of any Guarantor Obligation.

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Each Guarantor waives presentation to, demand of payment from and protest to the Issuer of any of the Guarantor Obligations and also waives notice of protest for non-payment.  Each Guarantor waives notice of any default under the Securities or the Guarantor Obligations.

Each Guarantor further agrees that its Guarantee herein constitutes an absolute, irrevocable and unconditional Guarantee of payment (and is not a Guarantee of collection) and waives any right to require that any resort be had by any Holder to any security held for payment of the Guarantor Obligations.

Except as set forth in Section 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than payment of the Guarantor Obligations in full), including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guarantor Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer or any other person under, this Indenture, the Securities or any other agreement or otherwise; (b) any extension or renewal granted; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities or any other agreement; (d) the release of any security held by any Holder or the Trustee for the Guarantor Obligations or any of them; (e) the failure of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer; (g) any default, failure or delay, willful or otherwise, in the performance of the Guarantor Obligations; or (h) any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.

Subject to the provisions of Section 4.10, each Guarantor agrees that its Guarantee herein shall remain in full force and effect until payment in full of all the Guarantor Obligations or such Guarantor is released from its Guarantee in compliance with Section 10.03 hereof.  Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any of the Guarantor Obligations is rescinded or must otherwise be restored by any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any other Guarantor or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

In furtherance of the foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay any of the Guarantor Obligations when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of (i) the unpaid amount of such Guarantor Obligations then due and owing and (ii) accrued and unpaid interest on such Guarantor Obligations then due and owing (but only to the extent not prohibited by law).

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Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of the Guarantor Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantor Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guarantor Obligations, such Guarantor Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Guarantee.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under this Section.

Each of the Guarantors hereby agrees that its Guarantee of the Securities shall remain in full force and effect notwithstanding any failure to endorse on each Security a notation of such Guarantee.

If an Officer of a Guarantor whose signature is on this Indenture or a Guarantee no longer holds that office at the time the Trustee authenticates the Security on which such Guarantee is endorsed or at any time thereafter, such Guarantor’s Guarantee of such Security shall nevertheless be valid,

The delivery of any Security by the Trustee, after the authentication thereof hereunder shall constitute due delivery of any Guarantee set forth in this Indenture on behalf of each Guarantor.

Each Guarantor (a) assumes all responsibility for being and keeping itself informed of the financial condition and assets of any other Guarantor, and of all other circumstances bearing upon the risk of nonpayment of the Guarantor Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and (b) agrees that the Trustee will not have any duty to advise such Guarantor of information known to it or any of the regarding such circumstances or risks.

Section 10.02           Execution and Delivery of Guarantees by Future Guarantors.

To evidence its Guarantee of the Securities, each Restricted Subsidiary that is required to become a Guarantor pursuant to Section 4.10 hereof agrees to execute a supplement to this Indenture, substantially in the form of Exhibit D hereto, and deliver it to the Trustee.  Each such supplement to this Indenture shall be executed on behalf of the applicable Guarantor by either manual or facsimile signature of one Officer or other person duly authorized by all necessary corporate action of such Guarantor who shall have been duly authorized to so execute by all requisite corporate action.  The validity and enforceability of any Guarantee shall not be affected by the fact that it is not affixed to any particular Security.

Section 10.03           Limitation on Liability; Termination, Release and Discharge.

(a)           Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder will be limited to the maximum amount as will, after

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giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Revolving Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee hereunder or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee hereunder not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.

(b)           The Issuer shall not permit any Guarantor, in a single transaction or through a series of related transactions, to consolidate with or merge with or into any Person, whether or not such Guarantor is the surviving corporation, or to sell, assign, transfer, lease or otherwise dispose of all or substantially all of the properties and assets of any Guarantor to any Person or group of affiliated Persons unless at the time and after giving effect thereto:

(i)            the other Person is the Issuer or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or

(ii)           (1) either (x) the Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the Obligations of the Guarantor under its Guarantee of the Securities; and (2) immediately after giving effect to the transaction, no Default or Event of Default has occurred and is continuing

(iii)          the transaction constitutes a sale, assignment, transfer, lease or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by this Indenture; or

(iv)          the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture.

The foregoing shall not apply to (i) any transfer of assets among Guarantors or to the Issuer or (ii) any transfer of assets by a Restricted Subsidiary to another Restricted Subsidiary or the Issuer.

Each Guarantee shall be released in accordance with Section 4.10.

Section 10.04           Right of Contribution.  Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its proportionate share of any payment made on the obligations under the Guarantees of the Securities, such Guarantor shall be entitled to seek and receive contribution from and against the Issuer, or any other Guarantor who has not paid its proportionate share of such payment.  The provisions of this Section 10.04 shall in no respect limit the obligations and liabilities of each Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full amount guaranteed by such Guarantor hereunder.

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Section 10.05           No Subrogation.  Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guarantor Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guarantor Obligations are paid in full (other than contingent or indemnification obligations not then asserted or due).  If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Guarantor Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required), to be applied against the Guarantor Obligations, whether matured or unmatured.

ARTICLE XI

COLLATERAL AND SECURITY

Section 11.01           Collateral and Collateral Documents.

(a)           The Trustee shall initially act as Collateral Agent and, whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under or pursuant to, the Collateral Documents, the Collateral Agent shall have all of the rights, immunities, indemnities and other protections granted to it and to the Trustee under this Indenture (in addition to those that may be granted to it under the terms of any Collateral Document or such other agreement or agreements).

(b)           In order to secure the due and punctual payment of principal of, premium, if any, on and interest on, the Securities and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Securities and the Guarantees thereof and performance of all other obligations under this Indenture, the Securities and the Guarantees thereof, and the Collateral Documents, shall be secured by second-priority Liens and security interests, in each case subject to Permitted Liens, on the Collateral, as provided in the Collateral Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Collateral hereafter delivered as required or permitted by this Indenture and the Collateral Documents.  The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders and the Trustee and the holders of Pari Passu Lien Indebtedness, if any, in each case pursuant to the terms of the Collateral Documents and the Collateral Agent is hereby authorized to execute and deliver the Collateral Documents.

The Issuer shall deliver to the Collateral Agent copies of all documents pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be

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reasonably required to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed.  The Issuer shall take any and all actions required to cause the Collateral Documents to create and maintain, as security for the Securities Obligations, a valid and enforceable perfected Lien and security interest in and on all of the Collateral (subject to the terms of the Collateral Documents), in favor of the Collateral Agent for the benefit of the Secured Parties.  The Issuer shall make all filings (including filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) and take all other actions as are necessary or required by the Collateral Documents to maintain (at the sole cost and expense of the Issuer) the security interest created by the Collateral Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Collateral Documents) as a perfected security interest with the priority set forth in the Collateral Documents.

(c)           The Trustee and each Holder, by accepting the Securities and the Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Documents, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee and the holders of Pari Passu Lien Indebtedness, if any, and that the Lien of this Indenture and the Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Collateral Documents and actions that may be taken thereunder.  In the event of a conflict between the terms of this Indenture and the Collateral Documents, the Collateral Documents shall control.

(d)           Each Holder, by its acceptance of any Securities and the Guarantees thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Collateral Documents in accordance therewith.

Section 11.02           Further Assurances.

(a)           The Issuer will, and will cause each Guarantor to, at their sole expense, do or cause to be done all acts and things which may be required, or which the Trustee from time to time may reasonably request, which request the Trustee shall not be obligated to make, to assure and confirm that the Collateral Agent holds, for the benefit of the Holders and the Guarantees thereof and the Trustee and the holders of Pari Passu Lien Indebtedness, if any, duly created, enforceable and perfected second priority Liens and security interests in the Collateral (subject to Permitted Liens) as contemplated by the Collateral Documents.

(b)           As necessary, or upon reasonable request of the Trustee, which request the Trustee shall not be obligated to make, the Issuer will, and will cause each Guarantor to, at their sole expense, promptly execute, acknowledge and deliver such Collateral Documents, the Intercreditor Agreement, instruments, certificates, notices and other documents and take such other actions as shall be required or which the Trustee may reasonably request to create, perfect, protect, assure, transfer, confirm or enforce the Liens and benefits intended to be conferred as