Form 8-K

8-K — BEASLEY BROADCAST GROUP INC

Accession: 0001193125-26-201510

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001099160

SIC: 4832 (RADIO BROADCASTING STATIONS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — d64747d8k.htm (Primary)

EX-4.1 (d64747dex41.htm)

EX-4.2 (d64747dex42.htm)

EX-4.3 (d64747dex43.htm)

EX-10.1 (d64747dex101.htm)

EX-10.2 (d64747dex102.htm)

EX-99.1 (d64747dex991.htm)

GRAPHIC (g64747g0501104414332.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: d64747d8k.htm · Sequence: 1

8-K

BEASLEY BROADCAST GROUP INC NASDAQ false 0001099160 0001099160 2026-04-27 2026-04-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 27, 2026

BEASLEY BROADCAST GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-29253

65-0960915

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3033 Riviera Drive, Suite 200, Naples, Florida 34103

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (239) 263-5000

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Class A Common Stock, par value $0.001 per share

BBGI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

2027 PIK Notes Indenture

On May 1, 2026, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of Beasley Broadcast Group, Inc. (the “Company”), issued $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”). The 2027 PIK Notes were issued in connection with the previously announced exchange offer of the Issuer’s existing 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes”) for the 2027 PIK Notes in the amount of $500 per $1,000 principal amount of Existing Second Lien Notes tendered, plus 50% of accrued and unpaid interest thereof.

Holders of approximately $184,056,000 aggregate principal amount of Existing Second Lien Notes participated in the Exchange Offer, exchanging their Existing Second Lien Notes into $98,475,254 aggregate principal amount of 2027 PIK Notes.

The 2027 PIK Notes were issued pursuant to an indenture, dated as of May 1, 2026 (the “2027 PIK Notes Indenture”), among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. The 2027 PIK Notes pay interest semi-annually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. Interest will be payable in the form of PIK Interest (as defined in the 2027 PIK Notes Indenture). The 2027 PIK Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.

Maturity and Springing Maturity

Pursuant to the 2027 PIK Notes Indenture, the 2027 PIK Notes will mature on December 31, 2027. If (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes (as defined below) outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) with respect to a breach of a covenant set forth in Section 8 of the Amended and Restated Transaction Support Agreement, dated as of April 27, 2026 (the “A&R TSA”), by and among the Company and the supporting holders party thereto, has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred (the events described in (i) and (ii) above, collectively, the “Springing Maturity Condition,” and any date on which the 2027 PIK Notes mature as a result thereof, the “Springing Maturity Date”). The Springing Maturity Condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes.

Equity Conversion

At any time on or after December 31, 2027 (or, if the Springing Maturity Condition has occurred, the date on which the Springing Maturity Condition occurred), or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of the Company’s Class A Common Stock (the “Class A Common Stock”) and the Company’s Class B Common Stock (the “Class B Common Stock”) (such shares issuable upon conversion, the “Conversion Shares”) (such conversion, the “Equity Conversion”). Upon such Equity Conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into Conversion Shares representing, in the aggregate, 95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (the “FCC”) and compliance with applicable FCC foreign ownership rules.

Optional Redemption Provisions and Change of Control Repurchase Right

At any time, the Issuer may redeem all or a part of the 2027 PIK Notes at a redemption price equal to 100% of the principal amount of the 2027 PIK Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In connection with any tender offer or other offer to purchase 2027 PIK Notes (including pursuant to a Change of Control Offer, as defined in the 2027 PIK Notes Indenture), if not less than 90.0% in aggregate principal amount of the outstanding 2027 PIK Notes are purchased by the Issuer or a third party, the Issuer or such third party will have the right to redeem or purchase, as applicable, all 2027 PIK Notes that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The holders of the 2027 PIK Notes will also have the right to require the Issuer to repurchase their 2027 PIK Notes upon the occurrence of a Change of Control (as defined in the 2027 PIK Notes Indenture), at an offer price equal to 101% of the aggregate principal amount of the 2027 PIK Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

Ranking and Security

The 2027 PIK Notes and related guarantees are the Issuer’s and the guarantors named therein’s senior secured obligations and are secured on a second-lien priority basis by the Collateral (as defined in the 2027 PIK Notes Indenture), subject to certain exceptions, limitations, Permitted Liens (as defined in the 2027 PIK Notes Indenture) and the intercreditor agreements among the collateral agents for the 2027 PIK Notes, the Existing First Lien Notes and the ABL Credit Facility (as defined below) (collectively, the “Intercreditor Agreements”) providing for the relative priorities of their respective security interests in the assets securing the 2027 PIK Notes, the Existing First Lien Notes, the ABL Credit Facility and certain other matters relating to the administration of security interests. The 2027 PIK Notes are guaranteed by the Company and each of the Issuer’s existing Material Domestic Subsidiaries (other than Excluded Subsidiaries, both as defined in the 2027 PIK Notes Indenture) and will be guaranteed by certain future Material Domestic Subsidiaries. Under the terms of the 2027 PIK Notes Indenture and the Intercreditor Agreements, the 2027 PIK Notes and related guarantees rank junior in right of payment to the Existing First Lien Notes and rank senior in right of payment to any future indebtedness of the Issuer and each Guarantor that is subordinated in right of payment to the 2027 PIK Notes and the guarantees. The 2027 PIK Notes and the guarantees are effectively senior in right of payment to any unsecured indebtedness of the Issuer and each Guarantor and indebtedness of the Issuer and each Guarantor secured by liens junior to the liens securing the 2027 PIK Notes.

Restrictive Covenants

The 2027 PIK Notes Indenture contains covenants that limit the Issuer’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its subsidiaries’ assets; enter into transactions with affiliates; and enter into Liability Management Transactions (as defined in the 2027 PIK Notes Indenture). Many of the covenants contained in the 2027 PIK Notes Indenture will not be applicable, and the subsidiary guarantees of the 2027 PIK Notes will be released, during any period when the 2027 PIK Notes have investment grade ratings from two of S&P, Moody’s and Fitch.

The foregoing description of the 2027 PIK Notes and the 2027 PIK Notes Indenture is not complete and is qualified in its entirety by reference to the full text of the 2027 PIK Notes Indenture, including the form of 2027 PIK Notes contained therein, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Supplemental Indenture for Existing First Lien Notes

On May 1, 2026, the supplemental indenture (the “Existing First Lien Notes Supplemental Indenture”), by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Issuer’s 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes”), became effective, amending the provisions of the indenture, dated October 8, 2024, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent, governing the Existing First Lien Notes.

The foregoing description is qualified by the full text of the Existing First Lien Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Supplemental Indenture for Existing Second Lien Notes

On May 1, 2026, the supplemental indenture (the “Existing Second Lien Notes Supplemental Indenture”), by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Second Lien Notes, became effective, amending the provisions of the indenture, dated October 8, 2024, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent, governing the Existing Second Lien Notes.

The foregoing description is qualified by the full text of the Existing Second Lien Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Amended and Restated Transaction Support Agreement

On April 27, 2026, the Company entered into the A&R TSA, which amends and restates the Transaction Support Agreement, dated as of March 20, 2026, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2026 (the “Original TSA”). The description of the Original TSA contained in such Current Report on Form 8-K is incorporated herein by reference.

In addition to the terms of the Original TSA, the A&R TSA grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the Transactions (as defined in the A&R TSA) and subject to certain conditions set forth therein, to propose candidates for an additional independent director to be appointed to the Company’s board of directors.

The foregoing description of the A&R TSA is not complete and is qualified in its entirety by reference to the full text of the A&R TSA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ABL Credit Facility

On May 1, 2026, the Company, its direct wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Borrower’s direct and indirect wholly owned subsidiaries entered into that certain Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lender Group LLC as lender (“Lender”), which provides for a $35.0 million secured asset-based revolving credit facility (the “ABL Credit Facility”). The maturity date of the ABL Credit Facility is the earlier of (i) May 1, 2029 and (ii) the Springing Maturity Date.

Subject to certain conditions and consent of the Lender, the ABL Credit Facility may be increased by $10.0 million for a total facility size up to $45.0 million. Borrowings under the ABL Credit Facility may be used to pay fees, costs and expenses incurred with the transactions contemplated by the ABL Credit Facility, for working capital and other purposes permitted by the ABL Credit Agreement. Amounts borrowed under the ABL Credit Facility may be repaid and reborrowed from time to time.

The borrowing base under the ABL Credit Facility includes certain eligible billed and unbilled accounts receivable, subject to certain limitations, reserves and eligibility criteria. Loans under the ABL Credit Facility will bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of 4.25% and (y) 6.75%.

The ABL Credit Facility requires that the Borrower maintain liquidity of $5.0 million which is increased to $6.0 million if proceeds from asset sales permitted under the ABL Credit Agreement exceed $30.0 million. The Borrower is also required to have the outstanding principal balance of loans and letters of credit equal or exceed (i) $15.0 million prior to the first anniversary of the ABL Credit Facility and (ii) $10.0 million from and after the first anniversary of the ABL Credit Facility.

Subject to certain exceptions and materiality qualifiers, the ABL Credit Facility includes certain customary affirmative and negative covenants, which, among other things, restricts the ability of the Borrower and the guarantors, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates, change their business, prepay debt and amend their organizational and material agreements. The ABL Credit Facility also contains customary events of default, including for the failure of the Borrower and guarantors to comply with the various financial, negative and affirmative covenants under the ABL Credit Facility. During the existence of an event of default (as defined under the ABL Credit Facility), the lender has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under the ABL Credit Facility to be immediately due and payable.

The foregoing description is qualified by the full text of the ABL Credit Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included, or incorporated by reference, in Item 1.01 is incorporated into this Item 2.03 by reference.

Item 8.01. Other Events.

On May 1, 2026, the Company issued a press release announcing the settlement of the Offers and the issuance of the 2027 PIK Notes as described in this report.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.

Description

4.1*

Indenture for the 2027 PIK Notes, dated as of May 1, 2026, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of 2027 PIK Note).

4.2*

Third Supplemental Indenture, dated as of May 1, 2026, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuer’s 11.000% Senior Secured First Lien Notes due 2028.

4.3

10.1*

Amended and Restated Transaction Support Agreement, dated as of April 27, 2026, among Beasley Broadcast Group, Inc., the Initial Supporting Holders and Caroline Beasley.

10.2*

Loan and Security Agreement, dated as of May 1, 2026, among Beasley Media Group, LLC, as borrower, the other guarantors party thereto and Siena Lending Group LLC, as lender.

99.1

Press Release.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BEASLEY BROADCAST GROUP, INC.

Date: May 1, 2026

By: /s/ Chris Ornelas

Chris Ornelas

General Counsel and Secretary

EX-4.1

Filename: d64747dex41.htm · Sequence: 2

EX-4.1

Exhibit 4.1

Execution Version

BEASLEY MEZZANINE HOLDINGS, LLC,

THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

and

WILMINGTON TRUST, NATIONAL

ASSOCIATION,

as Trustee and PIK Notes Collateral Agent

INDENTURE

Dated as of

May 1, 2026

10.000% SENIOR SECURED SECOND LIEN PIK NOTES DUE 2027

TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.

Definitions

Section 1.02.

Other Definitions

Section 1.03.

[Reserved]

Section 1.04.

Rules of Construction

Section 1.05.

Acts of Holders

Section 1.06.

Measuring Compliance

ARTICLE 2 THE NOTES

Section 2.01.

Form and Dating; Terms; PIK Interest

Section 2.02.

Execution and Authentication

Section 2.03.

Registrar and Paying Agent

Section 2.04.

Paying Agent to Hold Money in Trust

Section 2.05.

Holder Lists

Section 2.06.

Transfer and Exchange

Section 2.07.

Replacement Notes

Section 2.08.

Outstanding Notes

Section 2.09.

Treasury Notes

Section 2.10.

Temporary Notes

Section 2.11.

Cancellation

Section 2.12.

Defaulted Interest

Section 2.13.

CUSIP/ISIN Numbers

ARTICLE 3 REDEMPTION; EQUITY CONVERSION

Section 3.01.

Notices to Trustee

Section 3.02.

Selection of Notes to Be Redeemed or Purchased

Section 3.03.

Notice of Purchase or Redemption

Section 3.04.

Effect of Notice of Redemption

Section 3.05.

Deposit of Redemption or Purchase Price

Section 3.06.

Notes Redeemed or Purchased in Part

Section 3.07.

Optional Redemption

Section 3.08.

Mandatory Redemption

Section 3.09.

Additional Redemptions and Repurchases

Section 3.10.

Equity Conversion

ARTICLE 4 COVENANTS

Section 4.01.

Payment of Notes; Springing Maturity

Section 4.02.

Maintenance of Office or Agency

Section 4.03.

Reports and Other Information

Section 4.04.

Compliance Certificate

Section 4.05.

Taxes

Section 4.06.

Stay, Extension and Usury Laws

Section 4.07.

Limitation on Restricted Payments

Section 4.08.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Section 4.09.

Additional Subsidiary Guarantees

Section 4.10.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock

-i-

Page

Section 4.11.

Asset Sales

Section 4.12.

Transactions with Affiliates

Section 4.13.

Liens

Section 4.14.

Existence

Section 4.15.

Offer to Repurchase Upon Change of Control

Section 4.16.

Limitation on Liability Management Transactions

Section 4.17.

Suspension of Certain Covenants

ARTICLE 5 SUCCESSORS

Section 5.01.

Merger, Consolidation or Sale of All or Substantially All Assets

Section 5.02.

Successor Entity Substituted

ARTICLE 6 DEFAULTS AND REMEDIES

Section 6.01.

Events of Default and Remedies

Section 6.02.

Acceleration

Section 6.03.

Other Remedies

Section 6.04.

Waiver of Defaults

Section 6.05.

Control by Majority

Section 6.06.

Limitation on Suits

Section 6.07.

Rights of Holders of Notes to Receive Payment

Section 6.08.

Collection Suit by Trustee

Section 6.09.

Restoration of Rights and Remedies

Section 6.10.

Rights and Remedies Cumulative

Section 6.11.

Delay or Omission Not Waiver

Section 6.12.

Trustee May File Proofs of Claim

Section 6.13.

Priorities

Section 6.14.

Undertaking for Costs

Section 6.15.

Right to Convert Upon Maturity or the Occurrence of Certain Events of Default

ARTICLE 7 TRUSTEE

Section 7.01.

Duties of Trustee

Section 7.02.

Rights of Trustee

Section 7.03.

Individual Rights of Trustee

Section 7.04.

Trustee’s and PIK Notes Collateral Agent’s Disclaimer

Section 7.05.

Notice of Defaults

Section 7.06.

[Reserved]

Section 7.07.

Compensation and Indemnity

Section 7.08.

Replacement of Trustee

Section 7.09.

Successor Trustee by Merger, etc.

Section 7.10.

Eligibility; Disqualification

Section 7.11.

Limitation on Duty of Trustee in Respect of Collateral

ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.

Option to Effect Legal Defeasance and Covenant Defeasance

Section 8.02.

Legal Defeasance and Discharge

Section 8.03.

Covenant Defeasance

Section 8.04.

Conditions to Legal or Covenant Defeasance

Section 8.05.

Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions

Section 8.06.

Repayment to Issuer

-ii-

Page

Section 8.07.

Reinstatement

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.

Without Consent of Holders of Notes

Section 9.02.

With Consent of Holders of Notes

Section 9.03.

Revocation and Effect of Consents

Section 9.04.

Notation on or Exchange of Notes

Section 9.05.

Trustee and PIK Notes Collateral Agent to Sign Amendments, etc.

ARTICLE 10 GUARANTEES

Section 10.01.

Guarantee

Section 10.02.

Limitation on Guarantor Liability

Section 10.03.

Execution and Delivery

Section 10.04.

Subrogation

Section 10.05.

Benefits Acknowledged

Section 10.06.

Release of Guarantees

ARTICLE 11 SATISFACTION AND DISCHARGE

Section 11.01.

Satisfaction and Discharge

Section 11.02.

Application of Trust Money

ARTICLE 12 SECURITY AND COLLATERAL

Section 12.01.

The PIK Notes Collateral Agent

Section 12.02.

Security Documents

100

Section 12.03.

Control Agreements

100

Section 12.04.

Maintenance of Collateral

101

Section 12.05.

Impairment of Collateral

101

Section 12.06.

After-Acquired Collateral

101

Section 12.07.

Further Assurances

101

Section 12.08.

Negative Pledge

102

Section 12.09.

Real Estate Mortgages and Filings

102

Section 12.10.

Release of Liens on the Collateral

103

ARTICLE 13 MISCELLANEOUS

Section 13.01.

Notices

104

Section 13.02.

[Reserved]

104

Section 13.03.

Certificate and Opinion as to Conditions Precedent

104

Section 13.04.

Statements Required in Certificate or Opinion

105

Section 13.05.

Rules by Trustee and Agents

105

Section 13.06.

No Personal Liability of Directors, Officers, Employees and Stockholders

105

Section 13.07.

Governing Law

105

Section 13.08.

Waiver of Jury Trial

106

Section 13.09.

Jurisdiction

106

Section 13.10.

Force Majeure

106

Section 13.11.

No Adverse Interpretation of Other Agreements

106

Section 13.12.

Successors

106

Section 13.13.

Severability

106

Section 13.14.

Counterpart Originals

107

Section 13.15.

Table of Contents, Headings, etc.

107

Section 13.16.

U.S.A. Patriot Act

107

-iii-

EXHIBITS

EXHIBIT A

Form of Note

EXHIBIT B

Form of Certificate of Transfer

EXHIBIT C

Form of Certificate of Exchange

EXHIBIT D

Form of Supplemental Indenture to Be Delivered by Subsequent Subsidiary Guarantors

EXHIBIT E

Form of ABL Intercreditor Agreement

EXHIBIT F

Form of Notes Intercreditor Agreement

-iv-

INDENTURE, dated as of May 1, 2026, among Beasley Mezzanine Holdings, LLC, a Delaware

limited liability company (the “Issuer”), the Guarantors (as defined herein) listed on the signature pages hereto and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as

collateral agent (in such capacity, the “PIK Notes Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Issuer has duly authorized the creation of an issue of up to $98,475,254 aggregate principal amount of 10.000% Senior Secured

Second Lien PIK Notes due 2027 (the “Notes”); and

WHEREAS, the Issuer and each of the Guarantors has duly authorized

the execution and delivery of this Indenture.

NOW, THEREFORE, the Issuer, the Guarantors, the Trustee and the PIK Notes Collateral Agent

agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

“2027 PIK Notes Documents” means this Indenture, the Notes, the Guarantees, the Security Documents and the Intercreditor

Agreements.

“2027 PIK Notes Obligations” means the Obligations under the Notes, the Guarantees, this Indenture and the

other 2027 PIK Notes Documents.

“Guarantors” means, collectively, each Subsidiary Guarantor and Parent.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap

agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer

or mitigation of interest rate, commodity pricing or currency risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

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

(1) any indebtedness (including principal) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or,

without duplication, reimbursement agreements in respect thereof);

purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any

earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP, and (iii) liabilities accrued in the ordinary course of business; or

(d) representing any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than letters of credit, bankers’ acceptances (or reimbursement

agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) all Attributable Debt and all Financing Lease Obligations;

(3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or

otherwise, on Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection

in the ordinary course of business; and

(4) to the extent not otherwise included, Indebtedness of the type referred to in

clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided, for purposes hereof the amount of such Indebtedness shall be the lesser

of the Indebtedness so secured and the fair market value of the assets of the first person securing such Indebtedness;

provided, however,

that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or (b) deferred or prepaid revenues.

-16-

“Indenture” means this Indenture, as amended or supplemented from time to

time.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons

engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of Parent, qualified to perform the task for which it has been engaged.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Insolvency or Liquidation Proceeding” means (a) any case commenced by or against the Issuer or any other Guarantor

under any Debtor Relief Law, any other proceeding for the reorganization, recapitalization or adjustment or marshaling of the assets or liabilities of the Issuer or any other Guarantor, any receivership or assignment for the benefit of creditors

relating to the Issuer or any other Guarantor or any similar case or proceeding relative to the Issuer or any other Guarantor or its creditors, as such, in each case whether or not voluntary, (b) any liquidation, dissolution, marshaling of

assets or liabilities or other winding up of or relating to the Issuer or any other Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency and (c) any other proceeding of any type or nature in

which substantially all claims of creditors of the Issuer or any other Guarantor are determined and any payment or distribution is or may be made on account of such claims.

“Intercreditor Agreements” means, collectively, the ABL Intercreditor Agreement and the Notes Intercreditor Agreement.

“interest” in respect of the Notes, unless the context otherwise requires, means interest, if any.

“Interest Payment Date” means April 30 and October 30 of each year, commencing April 30, 2027.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P or Fitch, or an equivalent rating by any other Rating Agency, and in each such case with a “stable” or better outlook.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or

instrumentality thereof (other than Cash Equivalents);

(2) debt securities or debt instruments with an Investment Grade

Rating, but excluding any debt securities or instruments constituting loans or advances among Parent and its Subsidiaries;

(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which

fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in

countries other than the United States customarily utilized for high quality investments.

“Investments” means, with

respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, deposits, advances to

customers and suppliers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other

securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of such Person in the same manner as the other investments included in this definition to the extent such

transactions involve the transfer of cash or other property.

-17-

“Issue Date” means the first date on which the Notes are issued and

authenticated and delivered under this Indenture.

“Issuer” has the meaning set forth in the Preamble hereto.

“Issuer Order” means a written request or order signed on behalf of the Issuer by an Officer of the Issuer and delivered to

the Trustee.

“LCT Provision” means any provision of this Indenture requiring a determination to be made in connection

with a Limited Condition Transaction (or actions or transactions related thereto) with respect to:

(1) whether any

Indebtedness (including Acquired Indebtedness), Disqualified Stock or Preferred Stock that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.10 hereof;

(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any Indebtedness related

to such Limited Condition Transaction is permitted to be incurred in compliance with Section 4.13 hereof or the definition of “Permitted Liens”;

(3) whether any other transaction undertaken or proposed to be undertaken in connection with such Limited Condition Transaction

complies with the covenants or agreements contained in this Indenture or the Notes; and

(4) any calculation of the ratios,

baskets or financial metrics, including Consolidated Net Leverage Ratio, Consolidated Net Secured Leverage Ratio and Designated Non-Cash Consideration and whether a Default or Event of Default exists in

connection with the foregoing.

“Liability Management Transaction” means (x) any transaction or series of related

transactions that is designed to directly or indirectly (i) preserve any portion of a valuable asset for the benefit of an Affiliate of Parent (that is not the Issuer or a Guarantor or a Wholly Owned Subsidiary thereof), (ii) restructure the

Parent and its Restricted Subsidiaries’ capital structure in a manner that improves the prospects of a class or subset of stakeholders (including the Permitted Holders) to the detriment of another class or subset of stakeholders or

(iii) encourage, force or punish the failure to consent to another transaction that would be a Liability Management Transaction or (y) any refinancing, retirement, exchange, extension, repurchase, or defeasance (or any amendment,

modification, extension or other transaction having any such or similar effect) of any existing Indebtedness of the Parent and its Restricted Subsidiaries, in each case, with any other Indebtedness (or the proceeds of any other Indebtedness) that is

contractually, structurally or temporally senior (including as to right of payment, Lien priority, additional collateral, as a result of having a shorter weighted average life to maturity or more onerous debt service requirements, including

amortization or sinking fund obligations) to the Notes (including, for the avoidance of doubt, through any incurrence of Indebtedness by a Person that is not a Guarantor, whether or not such Person owns any assets or property) or any transaction or

series of transactions related to the foregoing.

“Lien” means, with respect to any asset, any mortgage, lien

(statutory or otherwise), pledge, hypothecation, charge, security interest, preference, priority 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 similar agreement to sell or 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.

“Limited Condition Transaction” means any (x) Investment or acquisition, merger, amalgamation or similar transaction

that has been definitively agreed to or publicly announced, (y) repayment, repurchase or refinancing of Indebtedness, Disqualified Stock or Preferred Stock with respect to which a notice of prepayment (or similar notice), which may be

conditional, has been delivered and (z) declaration of a Restricted Payment.

-18-

“Long Derivative Instrument” means a Derivative Instrument (i) the

value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or

delivery obligations under which generally increase, with negative changes to the Performance References.

“LTM EBITDA”

means EBITDA of Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior to such date for which internal financial statements are available.

“Margin Stock” has the meaning assigned to such term in Regulation U of the Board of Governors of the Federal Reserve

System of the United States as from time to time in effect.

“Material Domestic Subsidiary” means any wholly owned

Domestic Subsidiary of Parent as of the last day of the fiscal quarter of Parent most recently ended, that has assets (including Equity Interests in Subsidiaries) or revenues (including both third party and intercompany revenues) with a value in

excess of 2% of the consolidated assets of the Parent and its Domestic Subsidiaries or 2% of the consolidated revenues of Parent and its Domestic Subsidiaries; provided, that in the event Domestic Subsidiaries that would otherwise not be Material

Domestic Subsidiaries shall in the aggregate account for a percentage in excess of 3% of the consolidated assets of Parent and its Domestic Subsidiaries or 3% of the consolidated revenues of Parent and its Domestic Subsidiaries as of the end of and

for the most recently completed fiscal quarter, then one or more of such Domestic Subsidiaries designated by Parent (or, if Parent shall make no designation, one or more of such Domestic Subsidiaries in descending order based on their respective

contributions to the consolidated assets of Parent), shall be included as Material Domestic Subsidiaries to the extent necessary to eliminate such excess.

“Material Property” means assets, including intellectual property and FCC Licenses, owned by the Issuer and its

Subsidiaries that is material to the business, operations, assets, financial condition or prospects of the Issuer and its Subsidiaries, taken as a whole.

“Material Real Property” means any parcel of Real Property (other than a parcel with a Fair Market Value of less than

$2.0 million) owned in fee by the Issuer or a Guarantor and located in the United States; provided, however, that one or more parcels owned in fee by the Issuer or a Guarantor and located adjacent to, contiguous with, or in close

proximity to, and comprising one property with a common street address or a single facility with multiple street addresses, may if determined in the reasonable discretion of the Issuer, be deemed to be one parcel for the purposes of this definition.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) attributable to such Person and its Restricted

Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net

Proceeds” means the aggregate cash proceeds and the fair market value of any Cash Equivalents received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale and

the sale or disposition of such Designated Non-Cash Consideration, limited to legal, accounting and investment banking fees, brokerage and sales commissions, taxes paid or payable as a result thereof (after

taking into account any available tax credits or deductions and any tax sharing arrangements) and any deduction of appropriate amounts to be provided by Parent or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any

liabilities associated with the asset disposed of in such transaction and retained by Parent or any of its Restricted Subsidiaries after such sale or other disposition thereof, solely related to pension, severance and other post-employment benefit

liabilities; provided that, the calculation of Net Proceeds will be provided to the Initial Supporting Holders (as defined in the TSA) at least seven Business Days prior to the date the Notes are to be prepaid or redeemed, and such calculation shall

be reasonably satisfactory to the Initial Supporting Holders.

“Net Short” means, with respect to a Holder or

beneficial owner, as of a date of determination, either (i) the value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its Long Derivative Instruments as of such date of

determination or (ii) it is reasonably expected that such would have been the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have occurred with respect to the Issuer or

any Guarantor immediately prior to such date of determination.

-19-

“Non-Guarantor Subsidiary” means

any Restricted Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes Collateral Agents” means, collectively, the First Lien Collateral Agent and the PIK Notes Collateral Agent.

“Notes Documents” means the First Lien Note Documents and the 2027 PIK Notes Documents.

“Notes Intercreditor Agreement” means (i) a Notes Intercreditor Agreement substantially consistent with the form

attached as Exhibit F hereto, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with this Indenture, or (ii) any replacement thereof or other intercreditor agreement

that contains terms not materially less favorable to the Holders than the intercreditor agreement referred to in clause (i).

“Notes Priority Collateral” shall have the meaning set forth in the ABL Intercreditor Agreement.

“Obligations” means, with respect to any item of Indebtedness, any principal (including any accretion), interest (including

any interest, fees and other expenses accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed

claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and

guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing such Indebtedness.

“Obligors” means, collectively, Parent, Issuer and the Subsidiary Guarantors.

“Offering Memorandum” means the Offering Memorandum related to the offering of Notes, dated as of March 20, 2026, as

supplemented on April 1, 2026, April 9, 2026, April 15, 2026, April 22, 2026 and on April 27, 2026.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior

Vice President or Vice President, the Treasurer, Assistant Treasurer, the Secretary or any Assistant Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be

the principal executive officer, the principal financial officer, the principal accounting officer or Secretary of the Issuer, that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee and/or PIK

Notes Collateral Agent. The counsel may be an employee of or counsel to the Issuer.

“Parent” means Beasley Broadcast

Group, Inc., a Delaware corporation.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a

Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

-20-

“Permitted Asset Swap” means the concurrent purchase and sale or exchange

of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between Parent or any of its Restricted Subsidiaries and another Person; provided, that (i) any cash or Cash Equivalents received must be

applied in accordance with Section 4.11 hereof, (ii) on a pro forma basis after giving effect to such Permitted Asset Swap, the Consolidated Net Leverage Ratio of Parent would be both (a) less than 4.5 to 1.00 and (b) no worse

than prior to the consummation of such Permitted Asset Swap and (iii) the Issuer shall deliver an Officer’s Certificate to the Trustee demonstrating compliance with the Consolidated Net Leverage Ratio requirement set forth in clause (ii).

“Permitted Holder” means (i) Parent or any of its controlled Affiliates, (ii) any Beasley Family Member and

(iii) any Public Company (or Wholly Owned Subsidiary of such Public Company) (x) to the extent and until such time as any Person or group (other than a Permitted Holder under foregoing clause (i) or (ii)) is or becomes, or is deemed

to be or become, a beneficial owner of Voting Stock of such Public Company representing more than 50% of the total voting power of the Voting Stock of such entity and (y) so long as the acquisition of beneficial ownership by such Public Company

that would otherwise constitute a Change of Control would not result in a Consolidated Net Leverage Ratio, on a Pro Forma Basis after giving effect to such acquisition and any incurrence or repayment of Indebtedness and the making of any Restricted

Payments in connection therewith, of greater than 4.00 to 1.00. Any Person or group, together with its Affiliates, whose acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in

accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1) any Investment in Parent or any Restricted Subsidiary; provided that any Investments made pursuant to this clause

(1) by the Parent, Issuer or any Subsidiary Guarantor in any Non-Guarantor Subsidiary shall (i) be made in the ordinary course of business, in good faith and for a bona fide business purpose and

(ii) not exceed, together with any Investment made in a Non-Guarantor Subsidiary pursuant to clause (3), in the aggregate at any one time, $1.0 million (with the fair market value of each Investment

being measured at the time made and without giving effect to subsequent changes in value);

(2) any Investment in cash,

Cash Equivalents or Investment Grade Securities;

(3) any Investment by Parent or any of its Restricted Subsidiaries in any

Person if (i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and (ii) as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into,

or transfers or conveys substantially all of its assets to, or is liquidated into, Parent or a Restricted Subsidiary;

and, in each case,

any Investment held by such Person, provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer; provided that, the aggregate amount of Investments made in any Non-Guarantor Subsidiary pursuant to this clause (3), together with any Investments made in any Non-Guarantor Subsidiary pursuant to clause (1), in the aggregate may not

exceed $1.0 million at any one time, and must be made in the ordinary course of business;

(4) any Investment in

securities or other assets not constituting cash or Cash Equivalents (including Designated Non-Cash Consideration) and received in connection with an Asset Sale made pursuant to the provisions of

Section 4.11 hereof or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on

the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such

Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date;

-21-

(6) any Investment acquired by Parent or any of its Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by Parent or any such Restricted Subsidiary in

connection with or as a result of a bankruptcy workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable;

(b) as a result of a foreclosure by Parent or any of its Restricted Subsidiaries with respect to any secured Investment or

other transfer of title with respect to any secured Investment in default; or

compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates of Parent;

(7)

Hedging Obligations permitted under clause (9) of Section 4.10(b) hereof;

(8) Investments the payment for which

consists of Equity Interests (exclusive of Disqualified Stock) of Parent;

(9) guarantees of Indebtedness permitted under

Section 4.10 hereof;

(10) any transaction to the extent it constitutes an Investment that is permitted and made in

accordance with the provisions of Section 4.12(b) hereof (except transactions described in clauses (2), (8), (9) and (11) of Section 4.12(b) hereof);

(11) Investments consisting of (x) purchases and acquisitions of inventory, supplies, material, services, equipment or

other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business, or (y) the licensing, sublicensing or contribution of intellectual property pursuant to joint

marketing arrangements with other Persons (and, for the avoidance of doubt, nothing in this Indenture will be construed to restrict Parent or its Restricted Subsidiaries from entering into and performing agreements under which Parent or its

Restricted Subsidiaries assigns to customers or other business partners newly developed work product or deliverables and associated intellectual property rights in the ordinary course of business);

(12) (x) additional Investments having an aggregate Fair Market Value, taken together with all other Investments made

pursuant to this clause (12), not to exceed $1.0 million (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any returns (including

dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such Investments and (y) accounts receivable arising and trade credit granted in the ordinary course of

business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers

made in the ordinary course of business;

(13) to the extent made for a bona fide business purpose, any Investment in a

Similar Business having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (13), not to exceed $1.0 million (with the fair market value of each Investment being measured at the time made

and without giving effect to subsequent changes in value) plus the amount of any returns (including dividends, payments, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) in respect of such

Investments;

(14) [Reserved];

-22-

(15) to the extent in the ordinary course of business and consistent with

past practice, advances to, or guarantees of Indebtedness of, officers, directors and employees not in excess of $1.0 million outstanding at any one time, in the aggregate, so long as, on a Pro Forma Basis after giving effect to any such

advances or guarantees, the Consolidated Net Leverage Ratio is less than 6.50 to 1.00;

(16) loans and advances to

officers, directors and employees for business-related travel expenses, moving expenses, payroll expenses and other similar expenses, in each case incurred in the ordinary course of business or consistent with past practices or to fund such

Person’s purchase of Equity Interests of Parent;

(17) [Reserved];

(18) any Investment in any Subsidiary or joint venture in connection with intercompany cash management arrangements or related

activities arising in the ordinary course of business;

(19) endorsements for collection or deposit in the ordinary course

of business;

(20) any Investment by Parent or any of its Restricted Subsidiaries consisting of Permitted Non-Cash Consideration, provided that (A) the aggregate Fair Market Value of such Permitted Non-Cash Consideration so received during the term of this Indenture

shall not exceed $10.0 million and (B) such Fair Market Value shall be determined without giving effect to subsequent changes in value; and

(21) Investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC

Article 4 customary trade arrangements with customers consistent with past practices.

“Permitted Liens” means, with

respect to any Person:

(1) pledges, deposits or security by such Person under workmen’s compensation laws,

unemployment insurance, employers’ health tax, and other social security laws or similar legislation or other insurance related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums

and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits

in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to

secure surety, stay, customs or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including

letters of credit issued in lieu of any such bonds or to support the issuance thereof and including those to secure health, safety and environmental obligations), in each case incurred in the ordinary course of business;

(2) Liens imposed by law or regulation, such as carriers’, warehousemen’s and mechanics’ Liens, in each case

for sums not yet overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings, or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding

with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or which are

being contested in good faith by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety bonds or bid, indemnity, warranty, release, appeal or similar bonds or

with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

-23-

(5) survey exceptions, encumbrances, easements or reservations of, or rights

of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines, utilities and other similar purposes, or zoning or other restrictions 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 were not incurred in connection with Indebtedness or other covenants, conditions, restrictions and minor

defects or irregularities in title (“Other Encumbrances”), in each case which Liens and Other Encumbrances do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the

operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be incurred pursuant to clause

(4) of Section 4.10(b) hereof; provided that such Liens extend only to the assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements,

additions and accessions thereto and any income or profits thereof;

(7) Liens existing on the Issue Date (excluding Liens

securing the Notes, the Existing First Lien Notes and any related guarantees);

(8) Liens on property or shares of stock of

a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further,

however, that such Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(9) Liens on property at the time Parent or a Restricted Subsidiary acquired the property, including any acquisition by means

of a merger or consolidation with or into Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or

consolidation; provided, further, however, that the Liens may not extend to any other property owned by Parent or any of its Restricted Subsidiaries;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or any Restricted

Subsidiary permitted to be incurred in accordance with Section 4.10 hereof;

(11) Liens securing Hedging Obligations

so long as, in the case of Hedging Obligations related to interest, the related Indebtedness is, and is permitted to be under this Indenture, secured by a Lien on the same property securing such Hedging Obligations;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in

respect of bankers’ acceptances or trade letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) (a) leases, subleases, licenses or sublicenses (including of real property and intellectual property) granted to

others in the ordinary course of business; and (b) with respect to any leasehold interest held by Parent or any of its Restricted Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder and

any Lien granted by any lessor, in the case of each of clauses (a) and (b) which do not materially interfere with the ordinary conduct of the business of Parent or any of its Restricted Subsidiaries and do not secure any Indebtedness;

(14) Liens arising from Uniform Commercial Code (or equivalent statute) financing statement filings regarding operating leases

entered into by Parent and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the

Issuer or any Guarantor;

(16) Liens on equipment of Parent or any of its Restricted Subsidiaries granted in the ordinary

course of business;

-24-

(17) Liens securing the ABL Obligations; provided that, any such Liens on

the Notes Priority Collateral shall be subordinated to the Liens securing the Notes pursuant to the ABL Intercreditor Agreement;

(18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings,

extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9), (35) and this (18); provided, however, that (a) such new Lien

shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of

(i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under such clauses (6), (7), (8), (9), (35) or this (18) at the time the original Lien became a Permitted Lien under this Indenture,

and (ii) an amount necessary to pay any Refinancing Expenses;

(19) deposits made in the ordinary course of business

to secure liability to insurance carriers;

(20) other Liens securing Obligations in an aggregate principal amount at any

one time outstanding not in excess of $1.0 million determined at the time of incurrence; provided that any Liens incurred pursuant to this clause (20) rank junior to the Liens securing the Second Lien Obligations;

(21) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under

Section 6.01(a) hereof so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such

proceedings may be initiated has not expired;

(22) 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;

(23) Liens (i) of a

collection bank arising under Section 4-208 or 4-210 (as applicable) of the Uniform Commercial Code or any comparable or successor provision on items in the course

of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (iii) in favor of banking or other financial institutions arising as a matter of law or

pursuant to customary depositary terms encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(24) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.10 hereof;

provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(25) Liens encumbering reasonable and customary initial deposits and margin deposits and similar Liens attaching to commodity

trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(26) banker’s liens, Liens that are statutory, common law or contractual rights of

set-off and other similar Liens, in each case (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) relating to pooled

deposit or sweep accounts of Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Parent and its Restricted Subsidiaries or (iii) relating to

purchase orders and other agreements entered into with customers of Parent or any of its Restricted Subsidiaries in the ordinary course of business;

(27) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary;

(28) [Reserved];

-25-

(29) any encumbrance or restriction (including put and call arrangements)

with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(30) Liens on property or assets used to defease or to irrevocably satisfy and discharge Indebtedness; provided that

such defeasance or satisfaction and discharge is not prohibited by this Indenture;

(31) Liens arising out of conditional

sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(32) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of

business; and

(33) Liens solely on any cash earnest money deposits made by Parent or any of its Restricted Subsidiaries in

connection with any letter of intent or purchase agreement in respect of any Permitted Investment.

“Permitted Non-Cash Consideration” means non-cash consideration received by Parent or any of its Restricted Subsidiaries in connection with the lease, other disposition or

provision of advertising time or other goods and services provided by Parent and its Restricted Subsidiaries to customers in the ordinary course of business.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock

company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation,

dissolution, or winding up.

“Private Placement Legend” means the legend set forth in Section 2.06(f)(i) hereof to

be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Pro

Forma Basis” means, with respect to the calculation of any test, financial ratio, basket or covenant under this Indenture, including the Consolidated Net Secured Leverage Ratio, Consolidated Net Leverage Ratio, EBITDA, Consolidated Total

Net Debt, Consolidated Depreciation and Amortization Expense, Consolidated Net Income, Consolidated Interest Expense and Total Assets, of any Person and its Restricted Subsidiaries, as of any date, that pro forma effect will be given to any

acquisition, merger, amalgamation, consolidation, Investment, any issuance, incurrence, assumption or repayment or redemption (including through any Satisfaction and Discharge thereof) of Indebtedness (including Indebtedness issued, incurred or

assumed or repaid or redeemed as a result of, or to finance, any relevant transaction and for which any such test, financial ratio, basket or covenant is being calculated), any issuance or redemption of Preferred Stock or Disqualified Stock and all

sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division, segment or operating unit, in each case that has occurred during the four consecutive fiscal quarter period of such Person being used to

calculate such test, financial ratio, basket or covenant (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or substantially simultaneously with the event for which a

determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary of the subject Person or was merged, amalgamated or consolidated with or into the subject Person or any other Restricted

Subsidiary of the subject Person after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period; provided, however, that, solely for purposes of calculating EBITDA for purposes of clause

(10) of Section 6.01(a) hereof, notwithstanding the foregoing, (x) the amount of EBITDA associated with any assets sold by Parent or any of its Subsidiaries shall not be excluded from the calculation of EBITDA, to the extent

(i) the proceeds from any such assets sales are utilized to reduce Indebtedness and (ii) the Consolidated Net Leverage Ratio of Parent, on a pro forma basis after giving effect thereto (but calculated without giving effect to any

adjustments set forth in this proviso), is no greater than the Consolidated Net Leverage Ratio of Parent prior to such asset sales and (y) with respect to any acquisition, merger, amalgamation, consolidation or Investment that occurs after the

end of the Reference Period ending on December 31, 2026, pro forma effect shall only be given to the extent the Parent or any Restricted Subsidiary had entered into a binding commitment with respect to such transaction on or prior to

December 31, 2026 and such transaction is actually consummated on or prior to March 31, 2027.

-26-

For purposes of making any computation referred to above:

(1) if any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such

Indebtedness shall be calculated as if the rate in effect on the date on which the determination under this definition is made had been the applicable rate for the entire period (taking into account any swap contracts applicable to such Indebtedness

if such swap contracts have a remaining term in excess of 12 months);

(2) interest on a Financing Lease Obligation shall

be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Parent or a direct or indirect parent of Parent to be the rate

of interest implicit in such Financing Lease Obligation in accordance with GAAP;

(3) interest on Indebtedness that may

optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such

optional rate chosen as Parent or a direct or indirect parent of Parent may designate; and

(4) interest on any

Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period.

For the avoidance of doubt, notwithstanding the foregoing, no “run rate” cost savings, operating expense reductions, operating

improvements and cost synergies shall be added to the calculation of EBITDA, other than pursuant to clause (1)(k) of the definition of EBITDA.

“Pro Forma Cost Savings” means, without duplication of any amounts referenced in the definition of “Pro Forma

Basis,” an amount equal to the amount of “run rate” cost savings, operating expense reductions, operating improvements (including the entry into, amendment or renegotiation of any material contract or arrangement) and cost

synergies (it being understood and agreed that “run rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits

realized during such period from such actions that are otherwise included in the calculation of EBITDA) projected by Parent (or any successor thereto) or any direct or indirect parent of Parent in good faith to be reasonably anticipated to be

realizable calculated on a Pro Forma Basis (calculated on a pro forma basis as though such items had been realized on the first day of such period); provided that such cost savings, operating expense reductions, operating improvements or cost

synergies are factually supported and reasonably identifiable, reasonably attributable to the actions specified and reasonably anticipated to result from such actions within 12 months of such actions (in the good faith determination of a responsible

financial or accounting officer of Parent (or any successor thereto) or any direct or indirect parent of Parent with certification thereof pursuant to an Officer’s Certificate); provided further that no cost savings, operating expense

reductions, operating improvements or cost synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or EBITDA, whether through a pro forma adjustment, add

back exclusion or otherwise, for such period.

“Public Company” means any Person with a class or series of Voting Stock

that is traded on a stock exchange or in the over-the-counter market.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Rating Agencies” means Moody’s, S&P and Fitch or if two or more of such agencies shall not make a rating on the

Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by Parent which shall be substituted for such two or more agencies, as the case may be.

-27-

“Real Property” means, collectively, all right, title and interest

(including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased, licensed or operated by any Person, whether by lease, license or other means, together with, in each case, all

easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and other property and rights incidental to the ownership, lease or operation thereof.

“Record Date” for the interest payable on any applicable Interest Payment Date means April 15 or October 15

(whether or not a Business Day) immediately preceding such Interest Payment Date; provided that, for the first Interest Payment Date of October 30, 2026, the Record Date shall be October 20, 2026.

“Refinancing Expenses” means, in connection with any refinancing, replacement, renewal or extension of any Indebtedness,

Disqualified Stock or Preferred Stock permitted by this Indenture, the aggregate amount of (1) accrued and unpaid interest in respect of the Indebtedness being refinanced; (2) the aggregate amount of original issue discount on the

Indebtedness, Disqualified Stock or Preferred Stock being refinanced; (3) premiums (including tender premiums) and other costs associated with the redemption, repurchase, retirement, discharge or defeasance of the Indebtedness, Disqualified

Stock or Preferred Stock being refinanced, and (4) all fees and expenses (including underwriting discounts, commitment, ticking and similar fees, expenses and discounts) associated with the repayment of the Indebtedness, Disqualified Stock or

Preferred Stock being refinanced and the incurrence of the Indebtedness, Disqualified Stock or Preferred Stock in connection with such refinancing.

“Regulated Bank” means a commercial bank with a consolidated combined capital surplus of at least $5,000,000,000 that is

(i) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation; (ii) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (iii) a branch, agency or

commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors under 12 CFR part 211; (iv) a non-U.S. branch of a foreign bank managed

and controlled by a U.S. branch referred to in clause (iii); or (v) any other U.S. or non-U.S. depository institution or any branch, agency or similar office thereof supervised by a bank regulatory

authority in any jurisdiction.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A hereto, as the case

may be, bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the

Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note”

means a temporary Global Note in the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend, the Private Placement Legend and the Regulation S Temporary Global Note Legend and deposited with or on behalf of and

registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(f)(iii) hereof.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business,

provided that any assets received by Parent or a Restricted Subsidiary in exchange for assets transferred by Parent or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless

upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

-28-

“Responsible Officer” means, when used with respect to the Trustee, an

officer within the corporate trust department of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter relating to this

Indenture is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture, and when used with respect to the PIK Notes Collateral

Agent, an officer within the corporate trust department of the PIK Notes Collateral Agent who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate

trust matter relating to this Indenture is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Cash” means cash and Cash Equivalents held by Restricted Subsidiaries that is contractually restricted from

being distributed to Issuer, except for such restrictions that are contained in agreements governing Indebtedness permitted to be incurred under Section 4.10 hereof and that is secured by such cash or Cash Equivalents.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Period” means the period of 40 days after the later of the commencement of the offering of the Notes and the

Issue Date.

“Restricted Subsidiary” means, at any time, each direct and indirect Subsidiary of Parent (including any

Foreign Subsidiary).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services,

LLC business, or any successor rating agency.

“Sale and Lease-Back Transaction” means any direct or indirect

arrangement providing for the leasing or licensing by Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred for value by Parent or such Restricted Subsidiary

to a third Person in contemplation of such leasing or licensing.

“Screened Affiliate” means any Affiliate of a Holder

(i) that makes investment decisions independently from such Holder and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens between it and such Holder and any other

Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to Parent or its Subsidiaries, (iii) whose investment policies are not directed by such Holder or any other Affiliate of

such Holder that is acting in concert with such Holder in connection with its investment in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other Affiliate of such Holder that

is acting in concert with such Holder in connection with its investment in the Notes.

“SEC” means the U.S. Securities

and Exchange Commission.

“Second Lien” means a Lien that is junior in priority to the First Liens as provided in the

Notes Intercreditor Agreement and granted by the Issuer or any Guarantor in favor of the PIK Notes Collateral Agent pursuant to a Security Document, at any time, upon any property of the Issuer or any Guarantor to secure Second Lien Obligations.

-29-

“Second Lien Collateral Agent” means (i) in the case of Obligations

under this Indenture, the PIK Notes Collateral Agent and (ii) in the case of any other Additional Second Lien Obligations, the collateral agent, administrative agent, trustee or other representative (as applicable) under such Additional Second

Lien Obligations, named in the applicable joinder to the Notes Intercreditor Agreement, in each case, together with its successors in such capacity.

“Second Lien Debt Documents” means, with respect to any class of Second Lien Obligations, the promissory notes, indentures,

credit agreements, loan agreements, security agreements and other operative agreements evidencing or governing such Second Lien Obligations, as the same may be amended supplemented or otherwise modified from time to time.

“Second Lien Obligations” means the Notes, the Guarantees, the other 2027 PIK Notes Obligations and Additional Second Lien

Obligations secured by the Collateral on a pari passu basis (without regard to control or remedies) with the Notes, provided, that in the case of any Additional Second Lien Obligations, the applicable Second Lien Collateral Agent

becomes a party to the Notes Intercreditor Agreement.

“Secured Debt Documents” means the First Lien Debt Documents and

the Second Lien Debt Documents.

“Secured Indebtedness” means any Indebtedness of Parent or any of its Restricted

Subsidiaries secured by a Lien. For the avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Lease-Back Transaction.

“Secured Parties” means the 2027 PIK Notes Secured Parties and the lenders or holders of Second Lien Obligations,

the representatives with respect thereto and the successors and assigns of each of the foregoing.

“Securities Account Control

Agreement” means a springing account control agreement (in form and substance reasonably satisfactory to the PIK Notes Collateral Agent) among any Grantor, a securities intermediary holding securities owned by such Grantor or on such

Grantor’s behalf, and the PIK Notes Collateral Agent with respect to control (within the meaning of the New York UCC) of all securities, cash and Cash Equivalents held in a Securities Account maintained by such Grantor with such securities

intermediary (it being understood that a Securities Account Control Agreement that purports to impose individual liability on the PIK Notes Collateral Agent shall not be satisfactory).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated

thereunder.

“Security Agreement” means the Security Agreement, dated as of the Issue Date, among the Issuer, Parent,

the other Guarantors party thereto and the PIK Notes Collateral Agent for the benefit of the 2027 PIK Notes Secured Parties.

“Security Documents” means the Security Agreement, each joinder agreement required by the Security Agreement, the Mortgages

and all security agreements, pledge agreements, collateral assignments, mortgages, deeds of trust, collateral agency agreements, control agreements, security deeds, deeds to secure debt, hypothecations, debentures or other instruments or other

grants, pledges or transfers for security executed and delivered by the Issuer or any Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral (including, without limitation, financing statements under the UCC) in

favor of the PIK Notes Collateral Agent on behalf of itself, the Trustee and the Holders of the Notes to secure the Notes and the Guarantees, in each case, as amended, modified, renewed, restated, supplemented or replaced, in whole or in part, from

time to time, in accordance with the terms thereof.

“Short Derivative Instrument” means a Derivative Instrument

(i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the

payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

-30-

“Significant Subsidiary” means any Restricted Subsidiary that would be a

“significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in

effect on the Issue Date.

“Similar Business” means any business conducted or proposed to be conducted by Parent and

its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto.

“Station” means each radio station and/or FM translator, whether using analog or digital over-the-air or Internet based transmission facilities owned and operated by Issuer or any of its Restricted Subsidiaries, and each radio station and/or FM translator, whether using analog or digital over-the-air or Internet based transmission facilities hereafter acquired by Issuer or any of its Restricted Subsidiaries pursuant to any acquisition permitted by this

Indenture, and “Stations” means all such Stations.

“Subordinated Indebtedness” means:

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company

or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of

determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which

(x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited

partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited

partnership or otherwise, and

(y) such Person or any Restricted Subsidiary of such Person is a controlling general partner

or otherwise controls such entity.

“Subsidiary Guarantor” means each Restricted Subsidiary that Guarantees the Notes

in accordance with the terms of this Indenture.

“Total Assets” means total assets of Parent and its Restricted

Subsidiaries on a consolidated basis, shown on the most recent balance sheet of Parent and its Restricted Subsidiaries, determined on a Pro Forma Basis.

“Transactions” means the Offers and related transactions, as defined and described in the Offering Memorandum.

-31-

“TSA” means that certain Amended and Restated Transaction Support

Agreement, dated as of April 27, 2026, by and among Parent and the Supporting Holders (as defined therein).

“Uniform

Commercial Code” or “UCC” means the Uniform Commercial Code as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code (or similar code or statute) of another

jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“Unrestricted Definitive

Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note, substantially in the form of Exhibit A attached hereto

that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note or Increases / Decreases in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in

the name of the Depositary, representing Notes that do not bear the Private Placement Legend.

“U.S. Person” means a

U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the

Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors or other governing body of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the

case may be, at any date, the quotient obtained by dividing:

(1) the sum of the products of the number of years from the

date of determination to the date of each remaining scheduled principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by

(2) the sum of all such payments.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of

which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

Section 1.02. Other Definitions.

Term

Defined

in Section

“Affiliate Transaction”

4.12(a)

“Applicable Law”

13.16

“Authentication Order”

2.02

“Change of Control Offer”

4.15(a)

“Change of Control Payment”

4.15(a)

“Change of Control Payment Date”

4.15(a)

“Covenant Defeasance”

8.03

“Conversion Date”

6.15(a)

“Conversion Percentage”

6.15(b)

“Covenant Suspension Event”

4.17(a)

“Directing Holder”

6.01(b)

“DTC”

2.03

“DTC Freeze”

6.15(i)

“Equity Conversion”

6.15(a)

“Equity Conversion Election”

6.15(a)

“Information Delivery Deadline”

6.15(i)

“incur,” “incurrence”

4.10(a)

-32-

Term

Defined

in Section

“LCT Election”

1.06(a)

“LCT Test Date”

1.06(a)

“Legal Defeasance”

8.02

“Mortgage”

12.09(a)

“Mortgage Policies”

12.09(b)

“Mortgaged Property”

12.09

“Note Register”

2.03

“Noteholder Direction”

6.01(b)

“Notice of Conversion”

6.15(a)

“Offer Amount”

3.09(b)

“Offer Period”

3.09(b)

“Paying Agent”

2.03

“Permitted Indebtedness”

4.10(b)

“PIK Interest”

2.01

“PIK Note”

2.01

“PIK Payment”

2.01

“Position Representation”

6.01(b)

“Purchase Date”

3.09(b)

“Redemption Date”

3.01

“Refunding Capital Stock”

4.07(b)

“Registrar”

2.03

“Restricted Payments”

4.07(a)

“Reversion Date”

4.17(b)

“Springing Maturity Condition”

4.01

“Springing Maturity Date”

4.01

“Successor Company”

5.01(a)

“Successor Person”

5.01(b)

“Suspended Covenant”

4.17(a)

“Suspension Period”

4.17(b)

“Tax Group”

4.07(b)

“Verification Covenant”

6.01(b)

Section 1.03. [Reserved].

Section 1.04. Rules of Construction.

Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

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

(d) words in the singular include the plural, and in the plural include the singular;

(e) references to “shall” and “will” are intended to have the same meaning and shall be

interpreted to express a command;

(f) provisions apply to successive events and transactions;

-33-

(g) references to sections of, or rules under, the Securities Act shall be

deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h) unless

the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i) the words “herein,” “hereof” and “hereunder” and other words of

similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(j) unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to

such Person consolidated with Parent and its Subsidiaries;

(k) “including” means including without limitation;

(l) for all purposes of this Indenture, references to Notes includes any PIK Notes;

(m) for all purposes of this Indenture, references to “principal amount” of the Notes includes any increase in the

principal amount of the outstanding Notes (including PIK Notes) as a result of a PIK Payment; and

(n) unless expressly set

forth herein, all amounts expressed in this Indenture or in the Notes in terms of money refer to the lawful currency of the United States of America.

Section 1.05. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by

Holders may be embodied in and evidenced by one or more instruments signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or

instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for

any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee, the PIK Notes Collateral Agent and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such

execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such

execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or

writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)

The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or

other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered

or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer

may set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent

authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to

such vote, any such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

-34-

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with

regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such

principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such

different part.

(g) Without limiting the generality of the foregoing, a Holder, including DTC, may make, give or take, by a proxy or

proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders, and DTC may provide its proxy or proxies to the beneficial

owners of interests in any such Global Note through such depositary’s standing instructions and customary practices.

(h) The Issuer

may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by DTC entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in

writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed

proxy or proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders remain Holders after such record date. No such

request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date.

Section 1.06. Measuring Compliance.

(a) When calculating compliance with any LCT Provision, Parent may, at its option (Parent’s election to exercise such option, which may

be made at any time, an “LCT Election”), elect that the date of determination for such LCT Provision shall be deemed to be the date the definitive agreement or agreements for such Limited Condition Transaction are entered into

(or, if applicable, the date any agreement to repay, repurchase or refinance Indebtedness, Disqualified Stock or Preferred Stock is entered into, the date of any irrevocable notice, which may be conditional, of any repayment, repurchase or

refinancing of Indebtedness, Disqualified Stock or Preferred Stock that is given to the holders thereof, or the date of declaration of a Restricted Payment) (the “LCT Test Date”), and if, after giving effect to the Limited

Condition Transaction and any actions or transactions related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom,

the incurrence of Liens and Restricted Payments) on a Pro Forma Basis, Parent or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such

LCT Provision, such LCT Provision shall be deemed to have been complied with (or satisfied) for all purposes under this Indenture (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or otherwise incurred at the

LCT Test Date or at any time thereafter); provided, that compliance with such LCT Provision shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction or any actions or transactions

related thereto (including, without limitation, acquisitions, Investments, the incurrence of Indebtedness and issuance of Disqualified Stock and Preferred Stock and the use of proceeds therefrom, the incurrence of Liens and Restricted Payments).

(b) For the avoidance of doubt, if Parent has made an LCT Election, (1) if any of the LCT Provisions for which compliance was

determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with as a result of changes in any such ratio, test or basket, including due to changes in currency

exchange rates, interest rates, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Net Leverage Ratio, Consolidated Net Secured Leverage Ratio, Consolidated Total Net Debt or Total Assets of Parent or the Person subject to

such Limited Condition Transaction, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such changes; (2) if any related requirements and conditions (including as to the

absence of any continuing

-35-

Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or

satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be

deemed not to have occurred or be continuing); (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date

and prior to the earlier of the date on which such Limited Condition Transaction is consummated and the date that the definitive agreement or date for redemption, purchase, repayment or refinancing specified in an irrevocable notice for such Limited

Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested after giving pro forma effect to such Limited Condition

Transaction as though such Limited Condition Transaction had occurred on the LCT Test Date and remained outstanding thereafter; (4) if financial statements for one or more subsequent fiscal quarters shall have become available, Parent may

elect, in its sole discretion, to re-determine all such baskets, ratios and financial metrics on the basis of such financial statements, in which case such date of redetermination shall thereafter be deemed to

be the applicable LCT Test Date for purposes of such baskets, ratios and financial metrics; (5) if any ratios or financial metrics improve or baskets increase as a result of such changes, such improved ratios, financial metrics or baskets may

be utilized; and (6) Consolidated Interest Expense will be calculated using an assumed interest rate based on the indicative interest margin (without giving effect to any step-ups) contained in any

financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by Issuer or any direct or indirect parent of the Issuer in good faith. In addition, in connection with a

Limited Condition Transaction, compliance with any requirement relating to the absence of a Default or Event of Default may be determined as of the LCT Test Date and not as of any later date as would otherwise be required under this Indenture,

except to the extent compliance with the relevant LCT Provision is redetermined as contemplated by clause (4) of the immediately preceding sentence.

(c) To the extent the date of delivery of any document required to be delivered pursuant to any provision of this Indenture falls on a day that

is not a Business Day, the applicable date of delivery shall be deemed to be the next succeeding Business Day.

(d) For purposes of

determining the maturity date of any Indebtedness, customary bridge loans that are to be extended as, converted into or required to be exchanged for permanent refinancing either automatically or subject to customary conditions (including no payment

or bankruptcy event of default) shall be deemed to have the maturity date as so extended, converted or exchanged.

(e) The amount of any

Investment outstanding at any time shall be the original amount of such Investment, reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash or Cash Equivalents (or in assets other than

cash which have been sold or otherwise disposed of for cash or Cash Equivalents) by Parent or a Restricted Subsidiary in respect of such Investment. If Indebtedness originally incurred or Disqualified Stock or Preferred Stock originally issued or

Lien originally incurred in reliance upon a percentage of EBITDA or Total Assets or a ratio-based basket is being refinanced pursuant to a particular basket and such refinancing would cause the maximum amount of Indebtedness, Disqualified Stock or

Preferred Stock or Lien thereunder to be exceeded at such time, then such refinancing will nevertheless be permitted thereunder and such additional Indebtedness, Disqualified Stock or Preferred Stock or Lien will be deemed to have been incurred, and

permitted to be incurred, under such basket so long as the principal amount or the liquidation preference of such Refinancing Indebtedness, Disqualified Stock or Preferred Stock or Lien does not exceed an amount equal to the principal amount or

liquidation preference of Indebtedness, Disqualified Stock or Preferred Stock or Lien being refinanced plus Refinancing Expenses in connection with such refinancing.

(f) Notwithstanding anything to the contrary herein, so long as an action was taken (or not taken) in reliance upon a basket or ratio that was

calculated or determined in good faith by a responsible financial or accounting officer of the Issuer or any indirect parent of the Issuer based upon financial information available to such officer at such time and such action (or inaction) was

permitted hereunder at the time of such calculation or determination, any subsequent restatement, modification or adjustments made to such financial information (including any restatement, modification or adjustment that would have caused such

basket or ratio to be exceeded as a result of such action or inaction) shall not result in any Default or Event of Default.

-36-

(g) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness,

Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred, any Investment or Restricted Payment is made or other transaction is undertaken in reliance on the Consolidated Net Secured Leverage Ratio or

Consolidated Net Leverage Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than another basket based on the

Consolidated Net Secured Leverage Ratio or Consolidated Net Leverage Ratio) on the same date, and each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred, each Investment or Restricted Payment

made and each other transaction undertaken will be deemed to have been incurred, issued, made or taken first, to the extent available, pursuant to the relevant Consolidated Net Secured Leverage Ratio or Consolidated Net Leverage Ratio.

ARTICLE 2

THE NOTES

Section 2.01. Form and Dating; Terms; PIK Interest.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A

hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of the Trustee’s authentication. The Notes shall be in minimum denominations of $1.00 and integral

multiples of $1.00 in excess thereof.

(b) Global Notes. Notes issued in global form shall be substantially in the form of

Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note or Increases / Decreases in the Global Note” attached thereto). Notes issued in definitive form shall be

substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note or Increases / Decreases in the Global Note” attached thereto). Each

Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate

principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges, redemptions and PIK Payments. Any endorsement of a Global Note to reflect the amount of any increase or

decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian, at the written direction of the Trustee, in accordance with instructions given by the Holder thereof or the Issuer, as

applicable, as required by Sections 2.01(e) and 2.06 hereof.

Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee as Custodian, and registered in the name of the

Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Upon the expiry of the Restricted

Period, beneficial interests in each Regulation S Temporary Global Note shall be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of a Regulation

S Permanent Global Note, the Trustee shall cancel the corresponding Regulation S Temporary Global Note. The aggregate principal amount of a Regulation S Temporary Global Note and a Regulation S Permanent Global Note may from time to time be

increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer, the

Subsidiary Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of

this Indenture, the provisions of this Indenture shall govern and be controlling.

-37-

(e) PIK Interest. On an interest payment date on which the Issuer pays PIK Interest

(a “PIK Payment”) on a Note as provided under Sections 1 and 2 of Exhibit A with respect to a Global Note, the Trustee, upon receipt of an Authentication Order, shall increase the principal amount of such Global Note by an amount

equal to the PIK Interest payable, rounded up to the nearest whole dollar, for the relevant interest period on the principal amount of such Global Note, to the credit of the applicable Holders on the relevant Record Date, and an adjustment shall be

made on the books and records of the Trustee with respect to such Global Note to reflect such increase.

On any interest payment date on

which the Issuer makes a PIK Payment by issuing an additional Note (a “PIK Note”), the principal amount of any such PIK Note issued to any Holder, for the relevant interest period as of the relevant Record Date for such interest

payment date, shall be rounded up to the nearest whole dollar. For purposes of this Indenture, “PIK Interest” shall be defined as the interest that is paid in kind in respect of any interest period.

(f) Repurchase. The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer as provided in

Section 4.15 hereof. The Notes shall not be redeemable, other than as provided in Article 3.

(g) Euroclear and Clearstream

Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking”

and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes that are held by Participants through Euroclear or

Clearstream.

Section 2.02. Execution and Authentication.

At least one Officer of the Issuer shall execute the Notes by manual, facsimile or other electronic signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be

valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated

substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee. The signature of the Trustee shall be conclusive evidence that the Note has been duly authenticated and delivered under this

Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer Order (an “Authentication Order”),

authenticate and deliver the Notes. No Opinion of Counsel shall be required for the issuance of PIK Notes.

The Trustee may appoint an

authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes 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 an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03.

Registrar and Paying Agent.

The Issuer shall maintain (i) an office or agency in the United States where the Notes may be

presented for registration of transfer or for exchange (“Registrar”) and (ii) an office or agency in United States where Notes may be presented for payment (the “Paying Agent”). The Registrar shall maintain

a register reflecting ownership of the Notes outstanding from time to time (“Note Register”) and shall make payments on and facilitate transfer of Notes on behalf of the Issuer. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar. The term “Paying Agent” includes

any additional paying agents.

-38-

The Issuer initially appoints the Trustee as (i) Registrar and Paying Agent and (ii) the Custodian with respect to the Global Notes. The Issuer may change the Paying Agents or the

Registrars without prior notice to the Holders. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying

Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as a Paying Agent or a Registrar. All Agents appointed under this Indenture shall be appointed pursuant to agency agreements among the Issuer, the Trustee and the

Agent, as applicable.

The Issuer initially appoints The Depository Trust Company (“DTC”) to act as Depositary with

respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

The Issuer shall require the 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, premium, if any, or interest on the Notes, and will notify the Trustee in writing of any default by the Issuer in making any such payment. While any such

default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent

(if other than the Issuer or one of its respective Subsidiaries) shall have no further liability for the money. If the Issuer or one of its respective Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the

benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05. 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

all Holders. If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least two 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 the Holders.

Section 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be

transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor. A beneficial interest in a Global Note shall be exchangeable for a Definitive Note if (A) the Depositary

notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note and a successor Depositary is not appointed by the Issuer within 90 days of such notice or (B) in the case of any Global Note, there shall have

occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has requested the issuance of Definitive Notes. Upon the occurrence of any of the preceding events in clause (A) or (B) above, Definitive Notes

delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global

Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this

Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the preceding events in clause (A) or (B) above and

pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged

as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The

transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall

be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Beneficial interests in Global Notes shall be transferred or exchanged for beneficial interests in Global Notes only pursuant

to this clause (b). Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

-39-

(i) Transfer of Beneficial Interests in the Same Global Note.

Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private

Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a

U.S. Person. Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be

delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i).

(ii) All Other Transfers

and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) hereof, the transferor of such beneficial interest must deliver to the

Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in

another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited

with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal

to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or

exchange referred to in clause (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in a Regulation S Temporary Global Note prior to (A) the expiration of the

Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture

and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(g) hereof.

(iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global

Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the

following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the

transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the

transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted

Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial

interest in an Unrestricted Global Note, if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a

beneficial interest in an Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

-40-

(B) if the holder of such beneficial interest in a Restricted Global Note

proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the

certifications in item (4) thereof;

and, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an

Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no

longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to this

Section 2.06(b)(iv) at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more

Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to this Section 2.06(b)(iv).

(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Note for Beneficial Interests in a Restricted

Global Note Prohibited. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, beneficial interests in a Restricted Global Note.

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. Beneficial interests in Global Notes shall be exchanged for

Definitive Notes only pursuant to this clause (c):

(i) Beneficial Interests in Restricted Global Notes to Restricted

Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in

the form of a Restricted Definitive Note, then, upon the occurrence of any of the events in clause (A) or (B) of Section 2.06(a) hereof, subject to satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof and receipt by

the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note

proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate substantially in the

form of Exhibit B hereto, including the certifications in item (1) thereof;

being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the certifications in

item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration

requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to Parent or any of its Restricted Subsidiaries, a certificate

substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof, or

-41-

(F) if such beneficial interest is being transferred pursuant to an

effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g)

hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable principal amount. Any Definitive Note issued in exchange for a beneficial interest in a

Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from

the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted

Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections

2.06(c)(i)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the

expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act.

(iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial

interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only upon

the occurrence of any of the events in clause (A) or (B) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof and if the Registrar receives the following:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an

Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(B) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a

Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable

to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance

with the Securities Act.

(iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes.

If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive

Note, then, upon the occurrence of any of the events in clause (A) or (B) of Section 2.06(a) hereof and satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of

the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuer shall execute and the Trustee shall authenticate and mail to the Person designated in the instructions a Definitive Note in the applicable

principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such

beneficial interest shall instruct the Registrar through instructions from or through the Depositary and the Participant or Indirect Participant. The Trustee shall mail such Definitive Notes to the Persons in whose names such Notes are so

registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend.

-42-

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests. Restricted

Definitive Notes shall be exchanged for beneficial interests in Restricted Global Notes only pursuant to this clause (d):

(i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted

Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global

Note, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Restricted Definitive

Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate substantially

in the form of Exhibit B hereto, including the certifications in item (1) thereof;

Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate substantially in the form of Exhibit B hereto, including the

certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an

exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to Parent or any of its Restricted Subsidiaries, a certificate

substantially in the form of Exhibit B hereto, including the certifications in item (3)(b) thereof, or

(F) if such

Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate substantially in the form of Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of

clause (A) above, the applicable Restricted Global Note, in the case of clause (B) above, the applicable 144A Global Note, and in the case of clause (C) above, the applicable Regulation S Global Note.

(ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted

Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note

only if the Registrar receives the following:

(A) if the Holder of such Definitive Notes proposes to exchange such Notes

for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(B) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the

form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof;

-43-

and, if the Registrar or the Issuer so requests or if the Applicable Procedures so require,

an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no

longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the

subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted

Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.

Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or

(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more

Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)

Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar shall register the transfer or

exchange of Definitive Notes. Definitive Notes shall be exchanged for Definitive Notes only pursuant to this clause (e). Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the

Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide

any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e):

(i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and

registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to a QIB in accordance with Rule 144A, then the transferor must deliver a certificate

substantially in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the

transfer will be made pursuant to Rule 903 or Rule 904 then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; or

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then

the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by

the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if the Registrar receives the following:

(A) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a

certificate from such Holder substantially in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

-44-

(B) if the Holder of such Restricted Definitive Notes proposes to transfer

such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder substantially in the form of Exhibit B hereto, including the certifications in item (4) thereof; and,

if the Registrar or the Issuer so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained

herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may

transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the

instructions from the Holder thereof.

(f) Legends. The following legends shall appear on the face of all Global Notes and

Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in

exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ”SECURITIES ACT“), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,

TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN

BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE ”RESALE RESTRICTION TERMINATION DATE“) THAT IS [IN THE CASE OF RULE 144A

NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH

SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE

SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A ”QUALIFIED INSTITUTIONAL BUYER“ AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM

NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER

AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN

-45-

OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IN THE CASE OF REGULATION S NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE

WITH REGULATION S UNDER THE SECURITIES ACT.]”

(B) Notwithstanding the foregoing, any Global Note or Definitive

Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE

BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(g) OF THE INDENTURE, (II) THIS

GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE

MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A

NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE

IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (”DTC“) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS

REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF

DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(iii) Regulation S Temporary Global Note Legend. The Regulation S Temporary Global Note shall bear a legend in

substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND

PROCEDURES GOVERNING ITS EXCHANGE ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).”

-46-

(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial

interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by

the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial

interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the

direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note

shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global

Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) A Holder may transfer or exchange Notes in accordance with this Indenture. The Registrar and the Trustee may require a

Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes.

(iii) No service

charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but Holders shall pay all taxes due on transfer (other than any such transfer taxes or

similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 3.09, 4.11, 4.15, and 9.04 hereof).

(iv) Neither the Registrar nor the Issuer shall be required to register the transfer of or exchange any Note selected for

redemption.

(v) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes

or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(vi) The Issuer shall not be required (A) to issue, register the transfer of or exchange any Note for a period of 15

days before the mailing, or electronic delivery, of a notice of redemption of Notes to be redeemed, (B) to transfer or exchange any Note selected for redemption, (C) to register the transfer of or to exchange a Note between a Record Date

and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.

(vii) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem

and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee,

any Agent or the Issuer shall be affected by notice to the contrary.

(viii) Upon surrender for registration of transfer of

any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement

Notes of any authorized denomination or denominations of a like aggregate principal amount.

-47-

(ix) At the option of the Holder, Notes may be exchanged for other Notes of

any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall

execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which the Holder making the exchange is entitled to in accordance with the provisions of Section 2.02 hereof.

(x) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this

Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.

(xi) The Trustee shall

have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers

between or among Depositary Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly

required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(xii) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the

Depositary. The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee or of any

participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or

purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the

Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the

applicable rules and procedures of DTC. The Trustee and the PIK Notes Collateral Agent may rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners.

Section 2.07. Replacement Notes.

If any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer, and the Issuer and the Trustee receive evidence to their

satisfaction of the ownership and destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. An

indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is

replaced. The Issuer may charge for its expenses (including the expenses of the Trustee) in replacing a Note.

Every replacement Note is a

contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08. Outstanding Notes.

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for

cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a

Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

-48-

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding

unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser.

If the principal amount of

any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the

Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any of the foregoing) holds, on a Redemption Date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall

be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09. Treasury Notes.

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by

the Issuer, or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a

Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Upon request of the Trustee, the Issuer shall promptly furnish to the Trustee an Officer’s Certificate listing and identifying all Notes, if any, known by

the Issuer to be owned or held by or for the account of any of the above-described persons, and the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all

Notes not listed therein are outstanding for the purpose of any such determination.

Section 2.10. Temporary Notes.

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order,

shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee.

Without unreasonable delay, the Issuer shall prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate Definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or

beneficial holders, respectively, of Notes under this Indenture.

Section 2.11. Cancellation.

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes

surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of cancelled Notes

(subject to the record retention requirement of the Exchange Act) in accordance with its customary procedures. Certification of the disposal of all cancelled Notes shall be delivered to the Issuer upon its written request. The Issuer may not issue

new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

Section 2.12. Defaulted

Interest.

If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner

plus, to the extent lawful, interest payable on the defaulted interest to the Persons who are Holders of Notes on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer

shall notify the Holders (and the Trustee) in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, 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 provided in this Section 2.12. The Issuer shall fix or cause to be fixed each such special record date and payment date;

-49-

provided that no such special record date shall be less than ten days prior to the related payment date for such defaulted interest. The Issuer shall notify the Trustee of such special record

date promptly, and in any event at least 20 days before such special record date. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee, in the name and at the expense of the Issuer)

shall mail or cause to be mailed, first-class postage prepaid, to each Holder a notice at his or her address as it appears in the Note Register that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon

registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

Section 2.13. CUSIP/ISIN Numbers.

The Issuer in issuing the Notes may use CUSIP or ISIN numbers, as applicable, (if then generally in use) and, if so, the Trustee shall use

CUSIP or ISIN numbers, as applicable, in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as

contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will as

promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN Code numbers, as applicable.

ARTICLE 3

REDEMPTION; EQUITY CONVERSION

Section 3.01. Notices to Trustee.

If the Issuer elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least two Business Days in the

case of Global Notes and five Business Days in the case of Definitive Notes (unless a shorter period shall be agreed to by the Trustee) before notice of redemption is mailed or caused to be mailed to the applicable Holders pursuant to

Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the date of redemption (the

“Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

Section 3.02. Selection of Notes to Be Redeemed or Purchased.

If the Issuer is redeeming or purchasing pursuant to Section 4.11 or 4.15 hereof less than all of the Notes at any time, the Trustee shall

select the Notes to be redeemed or purchased (a) on a pro rata basis to the extent practicable or (b) by lot or such other similar method in accordance with the procedures of DTC; provided that no Notes of less than $1.00

shall be redeemed or repurchased in part. In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased shall be selected, unless otherwise provided herein, not less than ten nor more than 60 days prior to

the Redemption Date (or otherwise in accordance with the procedures of the Depositary) by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected

for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be in minimum principal amounts of $1.00 or whole multiples in excess thereof; no Notes of less than $1.00 can

be redeemed in part, except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1.00, shall be redeemed or purchased. Except as provided in the

preceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

-50-

Section 3.03. Notice of Purchase or Redemption.

Subject to Section 3.09 hereof, the Issuer shall mail or cause to be mailed by first-class mail, postage prepaid, or delivered

electronically if the Notes are held at DTC, notices of purchase or redemption at least ten but not more than 60 days before the purchase date or Redemption Date (or otherwise in accordance with the procedures of the Depositary) to each Holder of

Notes to be redeemed at such Holder’s registered address, with a copy to the Trustee, except that redemption notices may be mailed, or delivered electronically if the Notes are held at DTC, more than 60 days prior to a purchase date or

Redemption Date if the notice is issued in connection with Article 8 or Article 11 hereof.

The notice shall identify the Notes (including

the CUSIP or ISIN number) to be purchased or redeemed and shall state:

(a) the purchase date or Redemption Date;

(b) the purchase or redemption price;

(c) if any Note is to be purchased or redeemed in part only, the portion of the principal amount of that Note that has been or

is to be purchased or redeemed and that, after the purchase date or Redemption Date upon surrender of such Note, the Issuer will issue a new Note or Notes in principal amount equal to the unredeemed portion of the original Note in the name of the

Holder upon cancellation of the original Note;

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

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

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to

accrue on and after the purchase date or Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of

this Indenture pursuant to which the Notes called for purchase or redemption are being redeemed;

(h) that no

representation is made as to the correctness or accuracy of the CUSIP or ISIN number, as applicable, if any, listed in such notice or printed on the Notes; and

(i) any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of purchase or redemption in the Issuer’s name and at its expense;

provided that the Issuer shall have delivered to the Trustee, at least two Business Days in the case of Global Notes and five Business Days in the case of Definitive Notes before notice of purchase or redemption is required to be mailed or

caused to be mailed, or delivered electronically if the Notes are held at DTC, to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give

such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.

Effect of Notice of Redemption.

Once notice of redemption is mailed, or delivered electronically if the Notes are held at DTC, in

accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the Redemption Date (except as provided for in Paragraph 5(c) and 5(g) of the applicable Note) at the redemption price. The notice, if mailed

or electronically delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of

any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest ceases to accrue on Notes

or portions of Notes called for redemption.

-51-

Section 3.05. Deposit of Redemption or Purchase Price.

Prior to 11:00 A.M. (New York City time) on the Redemption Date or purchase date, the Issuer shall deposit with the Paying Agent money

sufficient to pay the redemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. The Paying Agent shall promptly return to the Issuer any money deposited with the Paying Agent by the Issuer

in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest shall cease to

accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the redemption

or purchase date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption or purchase because of

the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest accrued to the redemption

or purchase date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

For

the avoidance of doubt, any interest due and payable upon redemption shall be paid in the form of cash.

Section 3.06. Notes

Redeemed or Purchased in Part.

Upon surrender of a Note that is redeemed or purchased in part, the Issuer shall issue and the Trustee

shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extent not redeemed or purchased;

provided that each new Note will be in a minimum principal amount of $1.00 or an integral multiple of $1.00 in excess thereof. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and

not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

Section 3.07.

Optional Redemption.

The Notes may be redeemed, at any time in whole, or from time to time in part, subject to the conditions set

forth in Paragraph 5 of the form of Notes set forth in Exhibit A hereto, which are hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest, if any, to the Redemption Date.

Section 3.08. Mandatory Redemption.

The Issuer shall not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09. Additional Redemptions and Repurchases.

At any time, in connection with any tender offer or other offer to purchase the Notes (including pursuant to a Change of Control Offer), if

not less than 90.0% in aggregate principal amount of the outstanding Notes are purchased by the Issuer, or, in the case of a Change of Control Offer, any third party purchasing or acquiring Notes in lieu of the Issuer, the Issuer or such third party

will have the right, upon notice as described in Section 3.03 hereof, to redeem the Notes of such series that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest thereon, if

any, to, but excluding, the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date falling prior to or on the Redemption Date).

-52-

Section 3.10. Equity Conversion.

At any time on or after the maturity date of the Notes or the Springing Maturity Date (as defined below), as applicable, or upon the

occurrence of an Event of Default, Holders of at least a majority in aggregate principal amount of Notes then outstanding may elect to exercise the Equity Conversion pursuant to Section 6.15 hereof. Any such exercise of the Equity Conversion

shall be binding on all Holders pursuant to Section 6.15(b) hereof.

ARTICLE 4

COVENANTS

Section 4.01.

Payment of Notes; Springing Maturity.

The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on

the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and cash interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Subsidiary, holds as of 11:00 A.M. (New York

City time) on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. PIK Interest shall be considered paid if by 11:00 A.M. (New York

City time) on the applicable interest payment date, the Issuer has delivered to the Paying Agent PIK Notes, if applicable, and an Authentication Order instructing the authentication of such PIK Notes or the increase of principal amount of Global

Notes reflecting a PIK Payment.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Debtor Relief

Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Debtor Relief Law) on overdue installments of

interest at the same rate to the extent lawful.

PIK Interest shall be paid as provided in Section 2.01 hereof and under Sections 1

and 2 of Exhibit A hereto. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

If (i) on or before September 30, 2027, Parent and its Subsidiaries have not entered into one or more binding agreements (subject

solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that Parent reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the Notes and any

Existing First Lien Notes outstanding as of September 30, 2027, the Notes shall mature on such date, or (ii) an Event of Default described in Section 6.01 hereof with respect to a breach of a covenant set forth in Section 8 of

the TSA has occurred, the Notes shall mature on the date such Event of Default occurred (the events described in clauses (i) and (ii) above, collectively, the “Springing Maturity Condition”, and any date on which the Notes

mature as a result thereof, the “Springing Maturity Date”).

The Issuer shall cause notice of the occurrence of the

Springing Maturity Condition to be delivered to the Trustee and the Holders promptly following the occurrence thereof (and in no event later than one Business Day thereafter), which notice shall specify the Springing Maturity Date. Upon the

occurrence of the Springing Maturity Condition, the outstanding principal amount of, and all accrued and unpaid interest with respect to, all Notes shall become due and payable on the Springing Maturity Date. Distributions shall be made to Holders

on the fifth Business Day following the Springing Maturity Date; provided that the Issuer has deposited funds with the Trustee or Paying Agent in an amount sufficient to pay principal and accrued and unpaid interest on the Notes, in cash, on or

prior to the Springing Maturity Date. The Trustee shall be entitled to conclusively rely on the determination of the Issuer with respect to the Springing Maturity Condition and shall have no duty to monitor, verify or independently determine whether

any Springing Maturity Condition has occurred. The Trustee shall have no liability to the Issuer, any Holder or any other Person for any delays caused by allocation of any Springing Maturity Date payment in the absence of timely notice delivered in

accordance with the Trustee’s and the Depositary’s procedures.

If Holders of at least a majority in aggregate principal

amount of the Notes then outstanding make the Equity Conversion Election, subject to obtaining any required regulatory approvals, all outstanding Notes (including Notes held by Holders who did not make the Equity Conversion Election) shall be

converted into Conversion Shares in accordance with the procedures set forth in Section 6.15 hereof.

-53-

Regulatory approvals shall be required to complete the Equity Conversion. Any Holder that

does not provide information required to obtain FCC approvals shall not be entitled to receive Conversion Shares upon the Equity Conversion. In addition, the ability of a Holder to receive Conversion Shares upon the Equity Conversion may be

restricted if such Holder’s equity interest in Parent following the Equity Conversion would be deemed to be attributable and such Holder is not qualified under FCC rules to be an attributable interest holder in Parent.

Section 4.02. Maintenance of Office or Agency.

The Issuer shall maintain the office or agency required under Section 2.03 hereof (which may be an office of the Trustee or an Affiliate

of the Trustee) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to

the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such

presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also

from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or

rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency required under Section 2.03 hereof. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any

change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one

such office or agency of the Issuer in accordance with Section 2.03 hereof; provided that no office of the Trustee shall be an office or agency of the Issuer for the purpose of effecting service of legal process on the Issuer or any Guarantor.

Section 4.03. Reports and Other Information.

Parent shall file with the SEC, or make available on its website (which may be on a non-public,

password-protected website maintained by Parent or any Restricted Subsidiary to which access will be given to Holders, prospective investors in the Notes and securities analysts and market making financial institutions that are reasonably

satisfactory to Parent), from and after the Issue Date,

(1) within the time period (including any applicable grace period)

then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2) within the time period (including any applicable grace period) then in effect under the rules and regulations of the

Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly information that would be required to be contained in Form 10-Q, or any successor or comparable form; and

(3) within the time period (including any applicable grace period) then in effect under the rules and regulations of the

Exchange Act with respect to the filing of a Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor

or comparable form;

in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that

in the case of the foregoing clauses (1) and (2), such information will only be required to be provided to the extent similar information is included or incorporated by reference in the Offering Memorandum.

-54-

The filing requirements set forth above for the applicable period may also be satisfied by

Parent (i) by the filing (including prior to the Issue Date) with the SEC of a shelf registration statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of

the Securities Act, or (ii) with respect to its reporting obligations pursuant to clauses (1) and (2) above, by including in a registration statement filed with the SEC quarterly or annual updates, as applicable, to the applicable

disclosures set forth therein and without otherwise satisfying the requirements of Form 10-K or 10-Q; provided that, except as set forth in the immediately

preceding clause (ii) with respect to scope of disclosure, this paragraph shall not supersede or in any manner suspend or delay the Issuer’s reporting obligations, or the time periods required therefor, set forth above.

In addition, to the extent not satisfied by the foregoing, Parent agrees that, for so long as any Notes are outstanding, it will furnish to

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.

So long as Notes are outstanding the Parent will also:

(a) promptly after filing or otherwise delivering to the Trustee the annual and quarterly reports required by clauses (1) and (2) of

the first paragraph of this Section 4.03, hold a conference call to discuss such reports and the results of operations for the relevant reporting period (which conference call, for the avoidance of doubt, may be held prior to such time that the

annual or quarterly information and reports required by the first paragraph of this covenant are filed or otherwise furnished to Holders), provided, however, that the Parent will be deemed to have satisfied the requirements of this clause (a)

if the Parent holds a public conference call to discuss such reports and results of operations for the relevant reporting period with equity investors; and

(b) announce by press release or post to the website of the Parent or any Restricted Subsidiary or on a

non-public, password-protected website maintained by Parent, any Restricted Subsidiary or a third party, which may require a confidentiality acknowledgment (but not restrict the recipients of such information

from trading securities of Parent or its respective affiliates), prior to the date of the conference call required to be held in accordance with clause (a) of this paragraph, the time and date of such conference call and either all information

necessary to access the call or informing holders of Notes, bona fide prospective investors in the Notes, bona fide market makers in the Notes and bona fide securities analysts (to the extent providing analysis of an investment in the Notes) how

they can obtain such information, including, without limitation, the applicable password or other login information;

provided

that, for the avoidance of doubt, Parent will be deemed to have satisfied the requirements of clause (a) of this paragraph if Parent holds a public earnings call to discuss such reports and the results of operations for the relevant

reporting period and will be deemed to have satisfied the requirements of clause (b) of this paragraph if Parent announces any public earnings call on Form 8-K.

Any person who requests or accesses such financial information or seeks to participate in any conference calls required by this

Section 4.03 will be required to provide its email address, employer name and other information reasonably requested by the Issuer and represent to the Issuer (to the Issuer’s reasonable good faith satisfaction) that:

(1) it is a Holder of the Notes, a beneficial owner of the Notes, a bona fide prospective investor in the Notes, a bona fide market maker in

the Notes or a bona fide securities analyst providing an analysis of investment in the Notes;

(2) it will not use the information in

violation of applicable securities laws or regulations;

(3) it will keep such provided information confidential and will not communicate

the information to any Person; and

(4) it (a) will not use such information in any manner intended to compete with the business of

Parent and its Subsidiaries and (b) is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged in a Similar Business or (ii) derives a significant portion of its revenues from operating or owning a

Similar Business.

-55-

Notwithstanding anything herein to the contrary, any failure to comply with this

Section 4.03 and any Default or Event of Default resulting from such non-compliance shall be automatically cured when Parent, as the case may be, makes available all required reports to the Holders of the

Notes.

The Trustee shall have no responsibility whatsoever to determine whether such filing or any other filing described below has

occurred. Delivery of reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or

determinable from information contained therein, including the Issuer’s compliance with any of the covenants under this Indenture (as to which the Trustee is entitled to conclusively rely on an Officer’s Certificate).

Section 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, an Officer’s

Certificate stating that a review of the activities of the Issuer and the Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept,

observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every

condition and covenant contained in 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 and is continuing, describing

all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) The Issuer shall, within ten (10) Business Days after becoming aware of any Default, deliver to the Trustee by registered or

certified mail or by facsimile or other electronic transmission an Officer’s Certificate specifying such Default and what action the Issuer is taking or proposes to take with respect thereto. The Trustee will not be deemed to have knowledge of

any Defaults or Events of Default unless written notice of an event, which is in fact a Default, has been delivered to the Trustee at its office specified in this Indenture and such notice references the Notes and this Indenture and states at that

is a “Notice of Default.”.

Section 4.05. Taxes.

The Issuer shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and

governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06. Stay, Extension and Usury Laws.

The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon,

plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury 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 and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, 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 has been enacted.

Section 4.07. Limitation on Restricted Payments.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

(I) declare or pay any dividend or make any payment or distribution on account of Parent’s or any of its Restricted

Subsidiaries’ Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than:

-56-

(A) dividends or distributions payable by Parent in Equity Interests (other

than Disqualified Stock) of Parent; or

(B) dividends or distributions by a Restricted Subsidiary so long as, in the case

of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, Parent or a Restricted Subsidiary receives at least its pro rata share of

such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(II)

purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of Parent, including in connection with any merger or consolidation;

(III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case

prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness or any Indebtedness secured by Liens that are junior to the Liens securing the Notes or any Guarantee, in each case other than the payment, redemption,

repurchase, defeasance, acquisition or retirement of Indebtedness permitted under clause (7) or (8) of Section 4.10(b) hereof; or

(IV) make any Restricted Investment;

(all such payments and other actions set forth in clauses (I) through (IV) above being collectively referred to as “Restricted

Payments”).

(b) Section 4.07(a) hereof shall not prohibit:

(1) the payment of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date

of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Indenture;

(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Parent, or of Subordinated

Indebtedness of Parent, the Issuer or any Subsidiary Guarantor, in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to a Restricted Subsidiary or to an employee stock ownership plan or any trust

established by the Issuer) of, Equity Interests of the Parent (other than Disqualified Stock) (collectively, the “Refunding Capital Stock”);

(3) the purchase, redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness of the

Issuer or a Guarantor made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, new Indebtedness of the Issuer or a Guarantor, as the case may be, which is incurred in compliance with Section 4.10 hereof as

Refinancing Indebtedness;

(4) a Restricted Payment in the ordinary course of business and consistent with past practice to

pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests (other than Disqualified Stock) of Parent held by any future, present or former employee, director or consultant of the Parent or any of its

Subsidiaries pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however, that the aggregate

Restricted Payments made under this clause (4) do not exceed in any calendar year $500,000; provided further that such amount in any calendar year may be increased by an amount not to exceed:

(a) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock) of the Parent to members of management,

directors or consultants of Parent or any of its Subsidiaries that occurs after the Issue Date; plus

-57-

(b) the cash proceeds of key man life insurance policies received by the

Parent or any of its Restricted Subsidiaries after the Issue Date; less

previously made with the cash proceeds described in clause (a) or (b) of this clause (4);

and provided further that

cancellation of Indebtedness owing to the Parent or any Restricted Subsidiary from members of management of the Parent or any Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Parent will not be deemed to constitute

a Restricted Payment for purposes of this Section 4.07 or any other provision of this Indenture;

(5) repurchases of

Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or

(ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee;

(6) [Reserved];

(7) Subject to the ABL Intercreditor Agreement, distributions or payments of fees and other amounts payable under the ABL

Documents;

(8) any Restricted Payment in respect of the Existing First Lien Notes or Existing Second Lien Notes or

otherwise described in “Use of Proceeds” in the Offering Memorandum;

(9) the repurchase, redemption,

defeasance or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Section 4.11 and Section 4.15 hereof; provided that prior to any such repurchase,

redemption, defeasance or other acquisition or retirement for value, all Notes tendered by Holders in connection with a Change of Control Offer have been repurchased, redeemed or acquired for value and/or the Issuer and its Subsidiaries have

complied with their obligations under Section 4.11, as applicable;

(10) the repurchase, redemption or other

acquisition for value of Equity Interests of Parent or the Issuer deemed to occur in connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share

split, merger, consolidation, amalgamation or other business combination of Parent, the Issuer or their Subsidiaries, in each case, permitted under this Indenture;

(11) [Reserved];

(12) for any taxable period in which the taxable income of the Parent and/or any of its Subsidiaries is included in a

consolidated, combined or similar income tax group of which a direct or indirect parent of the Parent is the common parent (a “Tax Group”), an amount not to exceed the tax liabilities that the Parent and the applicable

Subsidiaries, in the aggregate, would have been required to pay with respect to such taxable income if such entities were a standalone group of corporations separate from such Tax Group; provided that if the Parent or any Subsidiary pays any

portion of such tax liabilities directly to any taxing authority, a Restricted Payment in duplication of such amount shall not be permitted to be made pursuant to this clause (12);

(13) the declaration and payment of distributions or dividends, as applicable, by Parent or its Restricted Subsidiaries to, or

the making of loans to, any direct or indirect parent, in amounts required for any such direct or indirect parents to, in each case without duplication,

(a) pay franchise taxes and other fees, taxes and expenses required to maintain their corporate existence;

-58-

(b) pay salary, bonus, customary indemnification obligations and customary

other benefits payable to directors, officers and employees of any direct or indirect parent company of Parent;

general corporate operating and overhead costs and expenses of any direct or indirect parent company of Parent;

(d) pay

fees and expenses other than to Affiliates of the Issuer related to any equity or debt offering or other financing transaction of such parent entity;

(e) make payments for the benefit of any direct or indirect parent company of Parent to the extent such payments could have

been made by Parent or any of its Restricted Subsidiaries because such payments (x) would not otherwise be Restricted Payments and (y) would be permitted by Section 4.12 hereof (in each case, and, notwithstanding clauses (x) and

(y), including payments in respect of overhead of such parent company, including, without limitation, legal, accounting and professional fees, and fees and expenses in connection with its ownership of Parent and its Subsidiaries); and

(f) make Restricted Payments to any direct or indirect parent of Parent to finance, or to any direct or indirect parent of

Parent for the purpose of paying to any other direct or indirect parent of Parent to finance, any Investment that, if consummated by Parent or any Restricted Subsidiary, would be a Permitted Investment; provided that (a) such Restricted

Payment is made substantially concurrently with the closing of such Investment and (b) substantially concurrently with the closing thereof, such direct or indirect parent of Parent causes (i) all property acquired in such Investment

(whether assets or Equity Interests) to be contributed to Parent or any Restricted Subsidiary or (ii) any Person (x) acquired in such acquisition or Investment or (y) formed for purposes of consummating such acquisition or Investment

to be merged, consolidated or amalgamated (to the extent permitted by Section 5.01 hereof) with and into Parent or any Restricted Subsidiary in accordance with the requirements of Section 4.09 hereof;

(14) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified

Stock of Parent or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with Section 4.10 hereof;

(15) payments of cash, or dividends, distributions or advances by Parent or any Restricted Subsidiary to allow the payment of

cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; and

(16) mandatory redemptions or repurchases of Disqualified Stock, the issuance of which itself constituted a Restricted Payment

or Permitted Investment otherwise permissible hereunder.

Subsidiaries. Every Subsidiary of the Issuer formed or acquired after the Issue Date will be a Restricted Subsidiary.

(d) For purposes of

this Section 4.07 and the definition of “Permitted Investment”, if any Investment or Restricted Payment (or a portion thereof) would be permitted pursuant to one or more provisions described in this Section 4.07 and/or one or

more of the exceptions contained in the definition of “Permitted Investments,” Parent may divide and classify such Investment or Restricted Payment (or a portion thereof) in any manner that complies with this Section 4.07; provided

that once any such Investment or Restricted Payment is divided or classified, no portion of such divided or classified Investment or Restricted Payment may be redivided or reclassified.

-59-

Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted

Subsidiaries.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or

otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(1) (A) pay dividends or make any other distributions to Parent or any of its Restricted Subsidiaries on its Capital Stock or

with respect to any other interest or participation in, or measured by, its profits, or

(B) pay any Indebtedness owed to

Parent or any of its Restricted Subsidiaries;

(2) make loans or advances to Parent or any of its Restricted Subsidiaries;

(3) sell, lease or transfer any of its properties or assets to Parent or any of its Restricted Subsidiaries.

(b) The restrictions in Section 4.08(a) hereof shall not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions (i) in effect on the Issue Date, (ii) pursuant to or in accordance with

the Notes Intercreditor Agreement, (iii) pursuant to related Hedging Obligations and (iv) pursuant to the Existing First Lien Notes;

(2) (i) this Indenture, the Notes and the Guarantees and (ii) any agreement governing Indebtedness permitted to be

incurred pursuant to Section 4.10 hereof; provided, that the provisions relating to restrictions of the type described in clauses (1) through (3) of Section 4.08(a) hereof contained in such agreement, taken as a whole, either

(x) are not materially more restrictive than the provisions contained in this Indenture or (y) will not affect in any material respect the ability of the Issuer to make principal and interest payments on the Notes as determined by Parent

in good faith;

(3) purchase money obligations and Financing Lease Obligations, in each case permitted to be incurred under

this Indenture, that impose restrictions of the nature discussed in clause (3) of Section 4.08(a) hereof on the property so acquired or leased;

(4) applicable law or any applicable rule, regulation or order;

(5) any agreement or other instrument of a Person acquired by or merged or consolidated with or into Parent or any of its

Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and

its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(6) contracts for the sale of

assets, including customary restrictions with respect to a Subsidiary of Parent, that impose restrictions solely on the assets to be sold;

(7) Secured Indebtedness otherwise permitted to be incurred pursuant to Section 4.10 hereof and Section 4.13 hereof

that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8) restrictions on cash or other

deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

-60-

(9) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantor Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 4.10 hereof;

(10) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating

solely to such joint venture, including the interests therein;

(11) customary provisions contained in leases, sub-leases, licenses or sub-licenses and other agreements, in each case, entered into in the ordinary course of business;

(12) any encumbrances or restrictions of the type referred to in clause (1), (2) or (3) of Section 4.08(a) hereof

imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in any of clauses (1) through (11) of this

Section 4.08(b); provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, in the good faith judgment of Parent or any direct or indirect parent of the Parent,

either (x) are no more restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding,

replacement or refinancing or (y) will not affect in any material respect the ability of the Issuer to make principal and interest payments on the Notes; and

(13) restrictions created in connection with the ABL Credit Facility that, in the good faith determination of Parent, are

necessary or advisable to effect such ABL Credit Facility.

Section 4.09. Additional Subsidiary Guarantees.

Each of Parent’s Restricted Subsidiaries (other than the Issuer and any Excluded Subsidiary) will initially Guarantee the Notes. If

after the Issue Date (x) Parent, the Issuer or any Restricted Subsidiary forms, acquires or redesignates any Restricted Subsidiary that is not an Excluded Subsidiary, (y) any Restricted Subsidiary that was an Excluded Subsidiary ceases to

be an Excluded Subsidiary, or (z) any Restricted Subsidiary guarantees the Existing First Lien Notes, then such Restricted Subsidiary shall (a) become a Subsidiary Guarantor pursuant to a supplemental indenture to this Indenture

substantially in the form attached as Exhibit D hereto, and execute and deliver joinders to the Notes Intercreditor Agreement and the Security Agreement, in each case within 10 Business Days of the date on which such Restricted Subsidiary

first guarantees such Indebtedness and (b) within 10 days (or with respect to mortgages 150 days or with respect to deposit account control agreements, within 30 days) or such later date as the PIK Notes Collateral Agent may agree

(acting at the direction of Holders of a majority of the Notes). Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC, (ii) any CFC Holdco, or (iii) any direct or indirect Subsidiary of a CFC or any CFC

Holdco be required to Guarantee the Notes unless any such entity guarantees the Existing First Lien Notes or the ABL Credit Facility. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary

Guarantor to become a Subsidiary Guarantor. Notwithstanding the foregoing, Opinions of Counsel will not be required in connection with the addition of new Subsidiary Guarantors or in connection with such Subsidiary Guarantors entering into the

Security Documents or to vest in the PIK Notes Collateral Agent a perfected security interest in such after-acquired collateral.

Section 4.10. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

-61-

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly

or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any

Indebtedness (including Acquired Indebtedness) and Parent shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or Preferred Stock.

(b) The provisions of Section 4.10(a) hereof shall not apply to (the following collectively referred to as “Permitted

Indebtedness”):

(1) [Reserved];

(2) the incurrence by the Issuer and any Guarantor of Indebtedness represented by (i) the Notes (including any Guarantee)

and (ii) the Existing First Lien Notes including any guarantee thereof in an aggregate principal amount of $15.0 million, as such amount is reduced pursuant to repayment, repurchase or otherwise, in each case after the Issue Date;

(3) Indebtedness of Parent and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in

clause (2) of this Section 4.10(b));

(4) (i) Indebtedness (including Financing Lease Obligations and

Attributable Debt), Disqualified Stock and Preferred Stock incurred or issued by Parent or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment, whether through

the direct purchase of assets or the Capital Stock of any Person owning such assets or incurred in connection with a Sale and Lease-Back Transaction, and any Indebtedness incurred to refinance any such Indebtedness, in an aggregate principal amount

or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding under this clause (4) does not exceed $2.5 million;

(5) Indebtedness incurred by Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with respect

to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation claims,

performance or surety bonds, health, disability or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation

claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance;

(6) Indebtedness arising from agreements of Parent or its Restricted Subsidiaries providing for indemnification, holdback,

adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring

all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition;

(7)

Indebtedness of Parent to a Restricted Subsidiary or a Restricted Subsidiary to Parent or another Restricted Subsidiary; provided that any such Indebtedness (other than such as may arise from ordinary course intercompany cash management

obligations) owing by the Issuer or a Guarantor to a Non-Guarantor Subsidiary is expressly subordinated in right of payment to the Notes or the applicable Guarantee, as applicable; and provided further

that any subsequent issuance or transfer of any Capital Stock or any other event that results in a Restricted Subsidiary to which Parent or another Restricted Subsidiary owes Indebtedness incurred pursuant to this clause (7) ceasing to be a

Restricted Subsidiary or any other subsequent transfer of any such Indebtedness by the creditor thereof (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each

case, to be an incurrence of such Indebtedness not permitted by this clause (7);

(8) shares of Preferred Stock of a

Restricted Subsidiary issued to Parent or another Restricted Subsidiary, provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in such Preferred Stock being beneficially owned by a Person other

than the Issuer or any Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to Parent or another of its Restricted Subsidiaries) shall be deemed in each case to be an issuance of such shares of

Preferred Stock not permitted by this clause (8);

-62-

(9) Hedging Obligations (excluding Hedging Obligations entered into for

speculative purposes);

(10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees

and similar obligations provided by Parent or any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent

with past practice;

(11) Indebtedness or Disqualified Stock of Parent and Indebtedness, Disqualified Stock or Preferred

Stock of any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference that, when aggregated with the outstanding principal amount and liquidation preference of all other Indebtedness,

Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed $1.0 million.

(12) the incurrence by Parent or any Restricted Subsidiary of Indebtedness, Disqualified Stock or Preferred Stock which serves

to refund or refinance:

(a) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under

clause (2)(ii) or (3) of this Section 4.10(b) or subclause (y) of clause (4) or (11) of this Section 4.10(b) (provided that any amounts incurred under this clause (12) as Refinancing Indebtedness of

subclause (y) of clause (4) or (11) of this Section 4.10(b) shall reduce the amount available under such subclause (y) of such clause so long as such Refinancing Indebtedness remains outstanding), or

(b) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or refinance the Indebtedness,

Disqualified Stock or Preferred Stock described in subclause (a) of this clause (12) of Section 4.10(b),

including, in each

case, additional Indebtedness, Disqualified Stock or Preferred Stock incurred to pay Refinancing Expenses in connection therewith (collectively, the “Refinancing Indebtedness”); provided, however, that such

Refinancing Indebtedness:

(A) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is

incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced,

(B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated to or pari passu with the

Notes or any Guarantee thereof, such Refinancing Indebtedness is subordinated to or pari passu with, as the case may be, the Notes or the Guarantee on terms as least as favorable (as determined in good faith by Parent) to the Holders as those

contained in the documentation governing the Indebtedness being refinanced or refunded, (ii) Indebtedness secured by Collateral, the Liens on Collateral securing such Refinancing Indebtedness have a priority that is equal or junior to the

priority of Liens on Collateral securing such Indebtedness or (iii) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness must be Disqualified Stock or Preferred Stock, respectively,

(i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary

that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Issuer;

(ii) Indebtedness, Disqualified Stock

or Preferred Stock of a Non-Guarantor Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of a Guarantor; or

-63-

(iii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or

any Guarantor that, directly or indirectly, refinances Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary; and

(D) [Reserved];

(13) [Reserved];

(14) netting services, overdraft protections, employee credit card programs and automatic clearinghouse arrangements in each

case in connection with deposit accounts and Indebtedness arising from 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 or other cash

management services in the ordinary course of business; provided that such Indebtedness is extinguished within ten Business Days of notice of its incurrence;

(15) Indebtedness of Parent or any of its Restricted Subsidiaries supported by a letter of credit or bank guarantee issued

pursuant to Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee;

(16) (a) any guarantee by Parent or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary

so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(b) any guarantee by Parent or a Restricted Subsidiary of Indebtedness of Parent or a Restricted Subsidiary, so long as the

incurrence of such Indebtedness is otherwise permitted under the terms of this Indenture; provided that (i) if such Indebtedness is Subordinated Indebtedness, such guarantee shall also be Subordinated Indebtedness and (ii) to the

extent such covenant is applicable as a result of such guarantee, Parent complies with Section 4.09 hereof; provided further that if any of the Parent, the Issuer or any Subsidiary Guarantor guarantees Indebtedness of any Non-Guarantor Subsidiary, such guarantee must be permitted pursuant to Section 4.07 hereof;

(17) Indebtedness of Parent, the Issuer and the Guarantors under the ABL Credit Facility in an aggregate principal amount at

any one time outstanding not to exceed $35.0 million; provided that, until the Existing First Lien Notes have been repaid in full, the use of proceeds from the ABL Credit Facility shall be limited to (i) the repayment of the

Existing First Lien Notes at par and the payment of any interest due in respect of the Existing First Lien Notes and (ii) working capital;

(18) Indebtedness of Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or

(ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business;

(19) Indebtedness of Parent or any of its Restricted Subsidiaries undertaken in connection with cash management and related

activities with respect to any Subsidiary or joint venture in the ordinary course of business; and

(20) Indebtedness

consisting of Indebtedness issued by Parent or any of its Restricted Subsidiaries to current or former officers, directors and employees of Parent or any of its Subsidiaries, their respective estates, spouses or former spouses, in each case to

finance the purchase or redemption of Equity Interests of Parent to the extent described in clause (4) of Section 4.07(b) hereof.

-64-

item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) meets the criteria of more than one of the categories of Permitted Indebtedness above or is entitled to be incurred pursuant to Section 4.10(a) hereof, Parent,

in its sole discretion, will divide and/or classify on the date of incurrence such item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) and will only be required to include the amount and type of such Indebtedness,

Disqualified Stock or Preferred Stock in one of the above clauses of Section 4.10(b) hereof or in Section 4.10(a) hereof; provided that once any such Indebtedness, Disqualified Stock or Preferred Stock is divided or classified, no portion

of such divided or classified Indebtedness, Disqualified Stock or Preferred Stock may be redivided or reclassified.

(d) Accrual of

interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms (including any increase to the principal amount of the Notes as a result of the payment of PIK Interest or the issuance

of PIK Interest Notes), the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of the same class, and accretion of original issue discount or liquidation preference will not be deemed to be

an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 4.10. Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a

particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the incurrence of the Indebtedness represented by such guarantee or letter of credit, as the case may be, was in

compliance with this Section 4.10.

(e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the

incurrence of Indebtedness, the U.S. 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, in the

case of term debt, or first committed or first incurred (whichever is lower), 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 U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. 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. For the avoidance of doubt and notwithstanding any other provision of this

Section 4.10, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.10 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

(f) 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.

(g) This Indenture will not treat (1) unsecured Indebtedness as subordinated or junior to Secured Indebtedness merely because it is

unsecured or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral.

All Indebtedness owed by the Issuer or any Guarantor to a Subsidiary of the Issuer that is not a Guarantor (and any Guarantee by the Issuer or

any Guarantor of Indebtedness owed to a Subsidiary of the Issuer that is not a Guarantor) shall be unsecured and subordinated to the 2027 PIK Notes Obligations

Section 4.11. Asset Sales.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale, unless:

(1) Parent or any such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or

by any other person (other than Parent or any of its Restricted Subsidiaries) assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Sale at least equal to the fair market value (as determined in good faith

by the Issuer or any direct or indirect parent of the Issuer) of the assets sold or otherwise disposed of; and

-65-

(2) except in the case of a Permitted Asset Swap, (x) in any such Asset

Sale with a purchase price in excess of $1.0 million, at least 90% of the aggregate consideration therefor received by Parent or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents and (y) in any

such Asset Sale with a purchase price less than or equal to $1.0 million and at least 90% of the aggregate consideration therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by Parent or any such

Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents.

(b) Within 15 Business Days after the receipt of

any Net Proceeds of any Asset Sale, Parent or such Restricted Subsidiary shall apply the Net Proceeds from such Asset Sale,

(1) to reduce, redeem or repurchase:

(A) to the extent such Net Proceeds are received during the first six months following the Issue Date and solely to the extent

required under the ABL Intercreditor Agreement, Obligations under the ABL Credit Facility in an aggregate amount not to exceed $5.0 million;

(B) obligations constituting First Lien Obligations permitted to be incurred under the Existing First Lien Notes Indenture;

(D) obligations under or in respect of the ABL Credit Facility; provided that this clause (D) shall only be

available for the sale of ABL Priority Collateral; or

(2) solely in the event the Net Proceeds are to be applied to

effectuate a Permitted Asset Swap, and an Officer’s Certificate certifying the intent to enter into a Permitted Asset Swap is delivered to the Trustee, to purchase Related Business Assets in order to effectuate such Permitted Asset Swap.

Notwithstanding anything to the contrary, (a) the Issuer shall not, nor shall it permit any Subsidiary to sell, transfer or otherwise

dispose of any Material Property (whether pursuant to a sale, lease, license, transfer, investment, restricted payment, dividend or otherwise or relating to the exclusive rights thereto) to any Person that is a Subsidiary that is not a Guarantor,

other than Permitted Investments and the grant of a non-exclusive license of intellectual property to any Subsidiary in the ordinary course of business for a bona fide business purpose; and (b) no Person

that is a Subsidiary that is not a Guarantor shall own or hold an exclusive license to any Material Property.

Section 4.12.

Transactions with Affiliates.

(a) Parent shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment

to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or

for the benefit of, any Affiliate of Parent (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of (i) individually, $500,000 and (ii) in the aggregate,

$1.0 million, unless:

(1) such Affiliate Transaction is on terms that are not materially less favorable to Parent or

its relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Parent or such Restricted Subsidiary with an unrelated Person on an arm’s length basis; and

(2) any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in

excess of $2.5 million is approved by the majority of the Board of Directors of Parent.

-66-

(b) Section 4.12(a) hereof shall not apply to the following:

(1) transactions between or among Parent or any of its Restricted Subsidiaries (or an entity that becomes a Restricted

Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of Parent or any Restricted Subsidiary prior to such transaction);

(2) Restricted Payments permitted by Section 4.07 hereof and Permitted Investments;

(3) the payment of reasonable and customary fees and compensation paid to, and indemnities and reimbursements and employment

and severance arrangements and agreements provided on behalf of, or entered into with, officers, directors, employees or consultants of Parent or any of its Restricted Subsidiaries;

(4) any transaction, contract, agreement, loan, advance or guarantee as in effect as of the Issue Date, including any

extension, modification or renewal of any such transaction, contract, agreement, loan, advance or guarantee existing on the Issue Date; provided that the amount of any such transaction, contract, agreement, loan, advance, or guarantee may

only be increased as required by the terms of such transaction, contract, agreement, loan, advance or guarantee as in existence on the Issue Date or otherwise as a result of bona fide commercial negotiations in respect thereof so long as any such

extension, modification or renewal is on an arm’s-length basis and is not materially adverse to the Holders of the Notes;

(5) the Transactions, in each case as disclosed in the Offering Memorandum, and the payment of all fees and expenses related to

the Transactions;

(6) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or

transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to Parent and its Restricted Subsidiaries, in

the reasonable determination of the Board of Directors of Parent or the senior management thereof, or are on terms not materially less favorable to Parent or its Restricted Subsidiary than might reasonably have been obtained at such time from an

unaffiliated party;

(7) the issuance or transfer of Equity Interests (other than Disqualified Stock) of Parent or the

Issuer;

(8) [Reserved];

(9) payments or loans (or cancellation of loans) to employees, directors or consultants of the Parent or any of its Restricted

Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in each case, are approved by Parent or any direct or

indirect parent of the Issuer in good faith;

(10) transactions with joint ventures for the purchase or sale of goods,

equipment and services entered into in the ordinary course of business;

(11) transactions in which Parent or any

Restricted Subsidiary, as the case may be, deliver to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary of Parent from a financial point of view or meets the

requirements of clause (1) of Section 4.12(a) hereof;

(12) the issuances of securities or other payments, loans

(or cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by

the Board of Directors of Parent in good faith;

-67-

(13) any contribution to the capital of the Issuer (other than in

consideration of Disqualified Stock);

(14) [Reserved];

(15) so long as not otherwise prohibited by this Indenture, guarantees of performance granted by Parent or any Restricted

Subsidiary in the ordinary course of business, other than guarantees of Indebtedness in respect of borrowed money; and

(16) if such transaction is with a Person in its capacity as a holder (A) of Indebtedness of Parent or any Restricted

Subsidiary where there are also non-Affiliate holders of such Indebtedness and such Person is treated no more favorably than the non-Affiliate holders of such

Indebtedness or (B) of Equity Interests of Parent or any Restricted Subsidiary where there are also non-Affiliate holders of such Equity Interests and such Person is treated no more favorably than the non-Affiliate holders of such Equity Interests.

Section 4.13. Liens.

Parent shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume any Lien (except

Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income

therefrom; provided, however, that Parent and any Restricted Subsidiary may directly or indirectly create, incur or assume any Lien on assets or property not constituting Collateral if:

(1) in the case of any such Liens (other than Permitted Liens) securing Subordinated Indebtedness, the Notes and related

Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(2) in

all other cases (other than Permitted Liens), the Notes or the Guarantees are equally and ratably secured.

Any Lien created for the

benefit of the Holders of the Notes pursuant to the proviso of the immediately preceding sentence shall be deemed automatically and unconditionally released and discharged upon the release and discharge of the applicable Lien described in clauses

(1) and (2) of such proviso.

The foregoing shall not apply to Liens securing the Notes in an aggregate principal amount

outstanding on the Issue Date (plus any additional amounts due to payment of PIK Interest with respect to the Notes) and the related Guarantees or the Existing First Lien Notes and the related guarantees thereof in an aggregate principal amount

permitted under clause (2)(ii) of Section 4.10(b) hereof.

For purposes of determining the amount of Indebtedness secured by a Lien,

the U.S. 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, in the case of term debt, or first

committed or first incurred (whichever is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred as Refinancing Indebtedness denominated in the same foreign currency, and such incurrence would cause the

amount of secured Indebtedness permitted hereunder to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such incurrence, the incurrence of a Lien on such Indebtedness shall not be deemed to have violated this

covenant so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. For the avoidance of doubt and notwithstanding any other provision of this covenant, the maximum

amount of Indebtedness that may be secured by a Lien pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

-68-

Section 4.14. Existence.

Subject to Article 5 hereof, Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect

(i) its existence, and the existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of Parent or any such Restricted Subsidiary and (ii) the

rights (charter and statutory), licenses and franchises of Parent and its Restricted Subsidiaries; provided that Parent shall not be required to preserve any such right, license or franchise, or the existence of any of its Restricted

Subsidiaries (other than the Issuer), if (a) Parent in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of Parent and its Restricted Subsidiaries, taken as a whole, or (b) the

failure to preserve such right, license or franchise, or such existence, is not adverse in any material respect to the Holders of the Notes.

Section 4.15. Offer to Repurchase Upon Change of Control.

(a) If a Change of Control occurs after the Issue Date, unless the Issuer has previously or concurrently mailed, or delivered electronically

if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall make an offer to purchase all of the Notes pursuant to the offer described below (the

“Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the

date of purchase, subject to the right of Holders of the Notes of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, unless the Issuer has previously or

concurrently mailed, or delivered electronically if the Notes are held at DTC, a redemption notice with respect to all the outstanding Notes as described under Section 3.07 hereof, the Issuer shall send notice of such Change of Control Offer by

first-class mail, or electronic delivery if the Notes are held at DTC, to each Holder of Notes to the address of such Holder appearing in the security register, with a copy to the Trustee, or otherwise in accordance with the procedures of DTC, with

the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.15 and that

all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the

purchase price and the purchase date, which will, subject to clause (7) of this Section 4.15(a), be no earlier than 10 days nor later than 60 days from the date such notice is mailed or electronically delivered (the “Change of

Control Payment Date”);

(3) that any Note not properly tendered will remain outstanding and continue to accrue

interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for

payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)

that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes, provided that the paying agent receives, not later than the expiration time of the Change of Control Offer,

notice, facsimile transmission, letter or, in the case of global notes, notice through the depositary’s systems, setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such

Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(6) that if the Holders tender

less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to

$1.00 or an integral multiple of $1.00 in excess thereof;

-69-

(7) if such notice is delivered prior to the occurrence of a Change of

Control, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control, and if applicable, shall state that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time as

the Change of Control shall occur, or that the repurchase pursuant to such Change of Control Offer may not occur and such notice may be rescinded in the event that the Issuer shall determine that such condition will not be satisfied by the Change of

Control Payment Date or by the Change of Control Payment Date as so delayed; and

(8) the other instructions, as determined

by the Issuer, consistent with this Section 4.15, that a Holder must follow.

The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control

Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its

obligations under this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer will, to the extent permitted

by law,

(1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or

portions thereof so tendered, and

(3) deliver, or cause to be delivered, to the Trustee for cancellation the Notes so

accepted together with an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer.

(c) Notwithstanding the foregoing, the Issuer shall not be required to make a Change of Control Offer following a Change of Control if 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. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control.

(d) Notes repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be

retired and canceled at the option of the Issuer. Notes purchased by a third party pursuant to Section 4.15(c) hereof will have the status of Notes issued and outstanding unless transferred to the Issuer. If such Notes are transferred to the

Issuer, such Notes will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuer.

(e) Other than as specifically provided in this Section 4.15, any purchase pursuant to this Section 4.15 shall be made pursuant to

the provisions of Sections 3.02, 3.05 and 3.06 hereof.

Section 4.16. Limitation on Liability Management Transactions.

The Issuer will not, and will not permit any of its Subsidiaries or Affiliates to, directly or indirectly, (i) create, incur, assume or

otherwise become or remain liable with respect to any Indebtedness or issue any Equity Interests, (ii) create, incur, assume or permit or suffer to exist any Lien on or with respect to any property of any kind owned by it, whether now owned or

hereafter acquired, or any income or profits therefrom, (iii) make or own any Investment, (iv) enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation or

dissolution), (v) convey, sell, lease, exclusively license or otherwise dispose of all or any part of its property or assets or (vi) otherwise engage in any other activity, in each case, that is undertaken in connection with a Liability

Management Transaction.

-70-

Section 4.17. Suspension of Certain Covenants.

(a) During any period of time that: (i) the Notes have Investment Grade Ratings from two of S&P, Moody’s and Fitch and

(ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), the

Issuer and its Restricted Subsidiaries shall not be subject to Section 4.07, Section 4.08, Section 4.09, Section 4.10, Section 4.11, Section 4.12, or clause (4) of Section 5.01(a) hereof (the

“Suspended Covenants”).

(b) If on any date following a Covenant Suspension Event two of S&P, Moody’s and

Fitch no longer maintain an Investment Grade Rating for the Notes or two of S&P, Moody’s and Fitch downgrade the rating assigned to the Notes below an Investment Grade Rating (the “Reversion Date”), Parent and the

Restricted Subsidiaries shall thereafter again be subject to the Suspended Covenants with respect to future events. The period of time beginning on the day of a Covenant Suspension Event and ending on a Reversion Date is referred to herein as a

“Suspension Period.”

On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock

issued, during the Suspension Period will be classified as having been incurred or issued pursuant to Section 4.10(a) or Section 4.10(b) hereof (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to

be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Indebtedness or Disqualified Stock or

Preferred Stock would not be so permitted to be incurred or issued pursuant to Section 4.10(a) or (b) hereof, such Indebtedness or Disqualified Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it

is classified as permitted under Section 4.10(b)(3) hereof. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 hereof will be made as though Section 4.07 hereof had

been in effect prior to but not during the Suspension Period. In addition, for purposes of Section 4.12 hereof, all agreements and arrangements entered into by Parent and any Restricted Subsidiary with an Affiliate of Parent during the

Suspension Period prior to such Reversion Date will be deemed to have been entered pursuant to clause (4) of Section 4.12(b) and for purposes of Section 4.08 hereof, all contracts entered into during the Suspension Period prior to

such Reversion Date that contain any of the restrictions contemplated by such covenant will be deemed to have been entered pursuant to clause (1) of Section 4.08(b) hereof. No Default or Event of Default shall be deemed to have occurred on

the Reversion Date as a result of any actions taken by Parent or its Restricted Subsidiaries during the Suspension Period.

shall deliver promptly to the Trustee an Officer’s Certificate notifying it of any such occurrence under this Section 4.17.

(d) The Trustee shall have no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes

and shall have no duty to notify the Holders if the Notes achieve Investment Grade Ratings or of the occurrence of a Reversion Date or to independently verify if such events have occurred.

ARTICLE 5

SUCCESSORS

Section 5.01. Merger, Consolidation or Sale of All or Substantially All Assets.

(a) Neither Parent nor the Issuer may consolidate or merge with or into or wind up into (whether or not Parent or the Issuer is the surviving

Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all its and its Subsidiaries’ assets, taken as a whole (including, in each case, by way of division), in one or more related transactions, to any

Person unless:

-71-

(1) Parent or the Issuer, as applicable, is the surviving Person or the

Person formed by or surviving any such consolidation or merger (if other than Parent or the Issuer, as applicable) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation,

partnership (including a limited partnership), trust, limited liability company or similar entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such

Person, as the case may be, being herein called the “Successor Company”);

(2) the Successor Company, if

other than Parent or the Issuer, expressly assumes all the obligations of Parent or the Issuer, as applicable, under this Indenture, the Notes and Security Documents pursuant to a supplemental indenture and/or other joinders or supplements to the

Security Documents, documents or instruments executed and delivered by the Trustee and the PIK Notes Collateral Agent, as applicable;

(3) immediately after such transaction, no Default exists;

(4) on a Pro Forma Basis,

(A) the Consolidated Net Leverage Ratio of the Successor Company, Issuer or Parent, as applicable, on a pro forma basis, would

be no greater than 5.50 to 1.00, or

(B) the Consolidated Net Leverage Ratio for the Successor Company or Parent, as

applicable, and its Restricted Subsidiaries would be less than or equal to such ratio for Parent and its Restricted Subsidiaries immediately prior to such transaction;

(5) if (x) the Issuer consolidates, merges with or into or winds up into (whether or not the Issuer is the surviving

Person) another Person, and the Issuer is not the Successor Company or (y) the Issuer sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its and its Subsidiaries’ assets, taken as a whole, to a

Person other than Parent, each Guarantor, unless it is the other party to such transaction, shall have by supplemental indenture confirmed that its Guarantee and grant of liens pursuant to the Security Documents shall apply to such Person’s

obligations under this Indenture and the Notes;

(6) the Collateral owned by or transferred to the Successor Company will

continue to constitute Collateral under this Indenture and the Security Documents and not be subject to any other Lien, other than Permitted Liens or Liens otherwise permitted to be incurred pursuant to Section 4.13 hereof; and

(7) to the extent any assets of the Person that is merged or consolidated with or into the Successor Company are assets of the

type which would constitute Collateral under the Security Documents, the Successor Company will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner

and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Security Documents.

The Successor Company will succeed to, and be substituted for, Parent or the Issuer, as the case may be, under this Indenture and the Notes

and, except in the case of a lease, Parent or the Issuer, as the case may be, will automatically be released and discharged from its obligations under this Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4) of this

Section 5.01(a):

(1) any Restricted Subsidiary may consolidate with, merge into or wind up into or sell, assign,

transfer, lease, convey or otherwise dispose of all or part of its properties and assets to Parent or any Restricted Subsidiary; and

-72-

(2) Parent or the Issuer may merge with an Affiliate of Parent or the

Issuer, as the case may be, solely for the purpose of reorganizing Parent or the Issuer in a state or commonwealth of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of Parent and its

Restricted Subsidiaries is not increased thereby.

(b) Subject to Section 10.06 hereof, no Subsidiary Guarantor will, and Parent will

not permit any such Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially

all of the assets of such Subsidiary Guarantor and its Subsidiaries, taken as a whole, in one or more related transactions, to any Person unless:

(1) (A) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger

(if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary

Guarantor, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the

“Successor Person”);

(B) the Successor Person, if other than such Subsidiary Guarantor or another

Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and Security Documents and such Subsidiary Guarantor’s related Guarantee and grant of liens pursuant to the Security Documents

pursuant to supplemental indentures and/or joinders or supplements to the Security Documents, or other documents or instruments executed and delivered by the Trustee and the PIK Notes Collateral Agent, as applicable;

(D) the Collateral owned by or transferred to the Successor Person will continue to constitute Collateral under this Indenture

and the Security Documents and not be subject to any other Lien, other than Permitted Liens; and

(E) to the extent any

assets of the Person which is merged or consolidated with or into the Successor Person are assets of the type which would constitute Collateral under the Security Documents, the Successor Person will take such action as may be reasonably necessary

to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent required in this Indenture or any of the Security Documents and shall take all reasonably necessary action so that such Lien

is perfected to the extent required by the Security Documents; or

(2) the disposition is considered an Asset Sale and

complies with Section 4.11 hereof.

In the case of clause (1) above of this Section 5.01(b), the Successor Person will

succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee and, except in the case of a lease, such Subsidiary Guarantor will automatically be released and discharged from its

obligations under this Indenture and such Subsidiary Guarantor’s Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge with or into or wind up into or sell, assign, transfer, lease, convey or otherwise dispose of all or

substantially all of the assets of such Subsidiary Guarantor and its Subsidiaries taken as a whole, to Parent, another Subsidiary Guarantor or the Issuer.

Section 5.02. Successor Entity Substituted.

Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the

assets of Parent or the Issuer in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or with which Parent or the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other

disposition is made shall succeed to, and be substituted for (so that from and

-73-

after the date of such consolidation, merger, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to Parent or the Issuer shall refer instead to the successor

Person and not to Parent or the Issuer, as applicable), and may exercise every right and power of Parent or the Issuer, as applicable, under this Indenture with the same effect as if such successor Person had been named as Parent or the Issuer, as

applicable, herein; provided that the predecessor Issuer shall not be relieved from the obligation to pay the principal of and interest, if any, on the Notes except in the case of a sale, assignment, transfer, conveyance or other disposition

of all of the assets of the Issuer (except in the case of a lease), that meets the requirements of Section 5.01 hereof.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01. Events of Default and Remedies.

(a) Each of the following is an “Event of Default” with respect to the Notes:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any,

on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by Parent or any Restricted Subsidiary for 60 days after receipt of written notice given by the Trustee or the

Holders of not less than 30% in principal amount of the Notes then outstanding to comply with any of its other obligations, covenants or agreements (other than a default referred to in clauses (1) or (2) of this Section 6.01(a)) contained

in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by

which there is secured or evidenced any Indebtedness for money borrowed by Parent or any of its Restricted Subsidiaries or the payment of which is guaranteed by Parent or any of its Restricted Subsidiaries, other than Indebtedness owed to Parent or

a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after

giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such

Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with

the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate to

$5.0 million or more;

(5) failure by Parent, the Issuer or any Significant Subsidiary to pay final judgments

aggregating in excess of $5.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, or in the event such judgment is not covered in full by insurance

(subject to customary deductibles), an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) Parent, the Issuer or any Significant Subsidiary, pursuant to or within the meaning of any Debtor Relief Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

-74-

(ii) consents to the institution of bankruptcy or insolvency proceedings

against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Debtor Relief Laws;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee or other similar official of it or for all or

substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) fails generally to pay its debts as they become due.

(7) a court of competent jurisdiction enters an order or decree under any Debtor Relief Law that:

(i) is for relief against Parent, the Issuer or any Significant Subsidiary in a proceeding in which Parent, the Issuer or any

Significant Subsidiary is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee

or other similar official of Parent, the Issuer or any Significant Subsidiary or for all or substantially all of the property of Parent, the Issuer or any Significant Subsidiary; or

(iii) orders the liquidation of Parent, the Issuer or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days; or

(8) the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null

and void or any responsible officer of such Subsidiary Guarantor that is a Significant Subsidiary denies that it has any further liability under its Guarantee or gives notice to such effect, in each case other than by reason of the termination of

this Indenture or the release of any such Guarantee in accordance with this Indenture;

(9) any Security Document after

delivery thereof shall for any reason (including as a result of the Issuer taking any action or failing to prevent any Restricted Subsidiary from taking any action, or knowingly or negligently failing to take any action) (other than pursuant to the

terms thereof including as a result of a transaction not prohibited under this Indenture) cease to create a valid and perfected Lien on and security interest in, with the priority required by the Security Documents, any material portion of the

Collateral, subject to Permitted Liens, (i) except to the extent that any such loss of perfection or priority results from the failure of the PIK Notes Collateral Agent to maintain possession of certificates actually delivered to it

representing securities pledged under the Security Documents and (ii) except for any failure due to foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries (other than pledges made under laws of

the applicable jurisdiction of formation of such Foreign Subsidiary);

(10) the failure by the Issuer or any Guarantor to

comply for 45 days after notice to the Issuer with its agreements contained in the Security Documents or the Intercreditor Agreements, except for a failure that would not be material to the Holders of the Notes and would not materially affect the

value of the Collateral, taken as a whole;

(11) [Reserved]; or

(12) failure by Parent or any Restricted Subsidiary for five Business Days after receipt of written notice given by the Initial

Supporting Holders (as defined in the TSA) to comply with any of its obligations, covenants or agreements contained in Section 8 of the TSA.

-75-

(b) If any Event of Default (other than of a type specified in clause (6) above) occurs

and is continuing with respect to the Notes, the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then

outstanding Notes to be due and payable immediately. Any notice of Default, notice of acceleration or instruction to the Trustee or PIK Notes Collateral Agent, as applicable, to provide a notice of Default, notice of acceleration or take any other

action (a “Noteholder Direction”) provided by any one or more Holders (other than a Regulated Bank) (each a “Directing Holder”) must be accompanied by a written representation from each such Holder delivered to

the Issuer and the Trustee and PIK Notes Collateral Agent, as applicable, that such Holder is not (or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that have represented to such

Holder that they are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default shall be deemed a continuing representation at all

times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Issuer with such

other information as the Issuer may reasonably request from time to time in order to verify the accuracy of such Holder’s Position Representation within five Business Days of request therefor (a “Verification Covenant”). In

any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the Notes in lieu of DTC or its nominee and DTC shall be entitled to

conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee or PIK Notes Collateral Agent, as applicable.

(c) If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer determines in good faith that

there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the Issuer has initiated litigation in a court of

competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted from the

applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed pending a

final and non-appealable determination of a court of competent jurisdiction on such matter if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such

Noteholder Direction would have been insufficient to validly provide such Noteholder Direction. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuer provides to the Trustee an Officer’s

Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default that resulted

from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s participation in

such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such

Noteholder Direction, such Noteholder Direction shall be void ab initio (other than any indemnity such Directing Holder may have offered the Trustee and PIK Notes Collateral Agent, as applicable), with the effect that such Default or Event of

Default shall be deemed never to have occurred, acceleration voided and the Trustee and PIK Notes Collateral Agent, if applicable, shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default.

Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee or PIK Notes Collateral Agent, as applicable, during the pendency of an Event of Default as the result of a bankruptcy or

similar proceeding shall not require compliance with Section 6.01(b) or this Section 6.01(c). In addition, for the avoidance of doubt, the foregoing paragraphs shall not apply to any holder that is a Regulated Bank; provided that if

a Regulated Bank is a Directing Holder or a beneficial owner directing DTC it shall provide a written representation to the Issuer that it is a Regulated Bank.

(d) For the avoidance of doubt, each of the Trustee and PIK Notes Collateral Agent shall be entitled to conclusively rely on any Noteholder

Direction delivered to it in accordance with this Indenture and shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification Covenant, verify any statements in any

Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. Neither the

Trustee nor the PIK Notes Collateral Agent shall have any liability to the Issuer, any Holder or any other Person in acting in good faith on a Noteholder Direction.

-76-

Section 6.02. Acceleration.

(a) If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) hereof) occurs and is

continuing with respect to the Notes, the Trustee by written notice to the Issuer or the Holders of at least 30% in principal amount of the then total outstanding Notes by written notice to the Issuer and the Trustee may declare the principal,

premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately.

Upon

the effectiveness of such declaration, such principal and interest with respect to the Notes shall be due and payable immediately.

(b)

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01(a) hereof, all outstanding Notes shall be due and payable immediately without further action or notice.

Section 6.03. Other Remedies.

Subject to the duties of the Trustee as provided for in Article 7, if an Event of Default occurs and is continuing, the Trustee may pursue any

available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay

or omission by the Trustee or any Holder of a Note 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. All remedies are

cumulative to the extent permitted by law.

Section 6.04. Waiver of Defaults.

Holders of a majority in aggregate principal amount of the then outstanding Notes, by written notice to the Trustee, may, on behalf of the

Holders of all of the Notes, waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of, any Note held by a

non-consenting Holder) and rescind any acceleration and its consequences with respect to the Notes (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the

event of any Event of Default specified in clause (4) of Section 6.01(a) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be

annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days after such Event of Default arose:

(a) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(b) the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default;

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for

every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

In case an Event of Default occurs and is continuing, neither the Trustee nor the PIK Notes Collateral Agent will be under any obligation to

exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders of the Notes unless the Holders have offered, and if requested, provided to the Trustee and the PIK Notes Collateral Agent indemnity or

security satisfactory to the Trustee and the PIK Notes Collateral Agent against any loss, liability, claim or expense.

-77-

Section 6.05. Control by Majority.

Subject to the provisions of the Intercreditor Agreements, Holders of a majority in principal amount of the total outstanding Notes may direct

in writing the time, method and place of conducting any proceeding for any remedy available to the Trustee or the PIK Notes Collateral Agent or of exercising any trust or power conferred on the Trustee or the PIK Notes Collateral Agent. The Trustee

or the PIK Notes Collateral Agent, as applicable, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note (it being

understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders) or that would involve the Trustee or the PIK Notes Collateral Agent in personal liability.

Section 6.06. Limitation on Suits.

Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder of a Note may pursue any remedy

with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that

an Event of Default is continuing with respect to the Notes;

(2) Holders of at least 30% in principal amount of the total

outstanding Notes have requested in writing the Trustee or the PIK Notes Collateral Agent, as applicable, to pursue the remedy;

(3) Holders of the Notes have offered, and if requested, provided to the Trustee and the PIK Notes Collateral Agent, as

applicable, security or indemnity satisfactory to the Trustee and the PIK Notes Collateral Agent, as applicable, against any loss, liability, claim or expense;

(4) the Trustee or the PIK Notes Collateral Agent has not complied with such request within 60 days after the receipt thereof

and the offer of security or indemnity; and

(5) Holders of a majority in principal amount at maturity of the total

outstanding Notes have not given the Trustee or the PIK Notes Collateral Agent a written direction inconsistent with such request within such 60-day period.

A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of

a Note (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

Section 6.07. Rights of Holders of Notes to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and

interest on the Note, on or after the respective due dates expressed in the Note (including in connection with a Change of Control Offer), 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)(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover

judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest

and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation of the Trustee and the reasonable expenses, disbursements and advances of the Trustee, its agents and counsel, in

each case as set forth in Section 7.07 hereof.

-78-

Section 6.09. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been

discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored

severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07

hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition

to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of

any other appropriate right or remedy.

Section 6.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee, the PIK Notes Collateral Agent or of any Holder of any Note to exercise any right or remedy accruing upon

any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article 6 or by law to the Trustee, the PIK Notes Collateral Agent or to

the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the PIK Notes Collateral Agent or by the Holders, as the case may be.

Section 6.12. Trustee May File Proofs of Claim.

The Trustee is authorized to 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 (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel), the PIK Notes Collateral Agent (including any claim for the reasonable compensation, expenses,

disbursements and advances of the PIK Notes Collateral Agent, its agents and counsel) and the Holders of the Notes allowed in any judicial proceedings relative to Parent, the Issuer or any other obligor upon the Notes (including the Subsidiary

Guarantors), their respective creditors or property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property

payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such 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 to it for the reasonable compensation and the reasonable expenses, disbursements and advances of the Trustee, the PIK Notes Collateral Agent, their agents and counsel, and any other

amounts due the Trustee and the PIK Notes Collateral Agent under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts

due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money,

securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee

to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of

any Holder in any such proceeding.

-79-

Section 6.13. Priorities.

Subject to the provisions of the Intercreditor Agreements, if the Trustee, the PIK Notes Collateral Agent or any Agent collects any money

pursuant to this Article 6, it shall pay out the money in the following order:

(i) to the Trustee, the PIK Notes

Collateral Agent, the Agents, their agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee, the PIK Notes Collateral Agent

or any Agent and the costs and expenses of collection;

(ii) to Holders of Notes for amounts due and unpaid on the Notes

for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.13.

Section 6.14. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee or PIK Notes Collateral Agent

for any action taken or omitted by it as Trustee or the PIK Notes Collateral Agent, 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 and expenses, 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 6.14

does not apply to a suit by the Trustee or the PIK Notes Collateral Agent, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes.

Section 6.15. Right to Convert Upon Maturity or the Occurrence of Certain Events of Default.

(a) Notwithstanding anything to the contrary herein, at any time on or prior to December 31, 2027 (or, if the Springing Maturity

Condition has occurred, the date on which the Springing Maturity Condition occurred), Holders of at least a majority in aggregate principal amount of the Notes then outstanding may deliver a written notice (the “Notice of

Conversion”) to Parent and the Issuer (which notice may be delivered by counsel to such Holders to Parent, the Issuer or their respective counsel) electing that, subject to obtaining any required FCC and other regulatory approvals, all

outstanding Notes shall be converted into shares of Class A Common Stock and Class B Common Stock (the “Conversion Shares”) on December 31, 2027 (or, if the Springing Maturity Condition has occurred, the Springing

Maturity Date). Such election shall be effective only if the Holders who delivered the Notice of Conversion hold at least a majority of all outstanding Notes on such date (such election, the “Equity Conversion Election”; such

conversion, the “Equity Conversion”; and the date on which the Equity Conversion is completed, the “Conversion Date”). For the avoidance of doubt, the Conversion Date shall not occur until any required

regulatory approvals have been obtained.

(b) Upon the Equity Conversion, subject to obtaining any required regulatory approvals, all

outstanding Notes shall convert into Conversion Shares representing, in the aggregate, 95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis) immediately following such

conversion; provided that the conversion percentage shall be:

(1) 90% of the Class A Common Stock and Class B

Common Stock if, as of the Conversion Date, the Issuer has made cash payments at par to Holders in respect of principal of the Notes (including through mandatory prepayments, optional redemptions or repurchases) equal to at least 85% of the original

aggregate principal amount of Notes issued on the Issue Date (without giving effect to any increase in principal amount resulting from PIK Interest);

-80-

(2) 85% of the Class A Common Stock and Class B Common Stock if,

as of the Conversion Date, the Issuer has made cash payments at par to Holders in respect of principal of the Notes equal to at least 90% of such original aggregate principal amount; and

(3) 80% of the Class A Common Stock and Class B Common Stock if, as of the Conversion Date, the Issuer has made cash

payments at par to Holders in respect of principal of the Notes equal to at least 95% of such original aggregate principal amount;

(such

percentage, as applicable, the “Conversion Percentage”). Parent shall reserve for issuance a sufficient number of shares of Class A Common Stock and Class B Common Stock to satisfy its obligations under this

Section 6.15(b).

(1) the Notes (including all PIK Interest capitalized thereon and all interest otherwise accrued and unpaid) shall be cancelled

and shall cease to be outstanding, and no further payments of principal or interest shall be due thereon;

(2) Parent shall

issue to each Holder a number of Conversion Shares equal to (A) the Conversion Percentage, multiplied by (B) the total number of shares of Class A Common Stock and Class B Common Stock issued and outstanding immediately following

the Equity Conversion (on a fully diluted basis), multiplied by (C) a fraction, the numerator of which is the aggregate principal amount of Notes held by such Holder immediately prior to the Equity Conversion (including PIK Interest capitalized

thereon and all interest otherwise accrued and unpaid) and the denominator of which is the aggregate principal amount of all Notes outstanding immediately prior to the Equity Conversion (including all PIK Interest capitalized thereon and all

interest otherwise accrued and unpaid); provided that the issuance of any Conversion Shares shall be subject to the terms of any required regulatory approvals; and

(3) each Holder shall be deemed to have surrendered its Notes to the Issuer for cancellation in exchange for such

Holder’s Conversion Shares.

Notwithstanding the foregoing, to the extent any required FCC or other regulatory approvals have not

been obtained prior to the Conversion Date, Parent shall (x) upon the written request of Holders of at least a majority of all outstanding Notes (which may be delivered by email from counsel to such Holders to Parent, the Issuer or their

respective counsel), issue to Holders, on a pro rata basis, up to the maximum number of shares of Class A Common Stock and Class B Common Stock (i) that may be issued without the need to obtain any such outstanding FCC or other

regulatory approvals, as reasonably agreed by Parent, the Issuer and Holders of at least a majority of all outstanding Notes and (ii) the issuance of which would not delay or adversely impact Parent’s or the Issuer’s ability to

obtain any such approvals, as reasonably determined by Holders of at least a majority of all outstanding Notes, and (y) upon obtaining all required FCC and other regulatory approvals, issue to such Holders the remainder of the Class A

Common Stock and Class B Common Stock in order to complete the Equity Conversion.

(d) No fractional Conversion Shares shall be issued

upon the Equity Conversion. The number of Conversion Shares to be issued to each Holder shall be rounded down to the nearest whole share.

(e) Any interest accrued on the Notes but not yet capitalized as PIK Interest as of the Conversion Date shall be capitalized as PIK Interest

immediately prior to the Equity Conversion and shall be deemed to be included in the principal amount of Notes converted into Conversion Shares. No separate cash payment shall be made in respect of accrued interest upon the Equity Conversion.

(f) If, as of the maturity date for the Notes, Holders of at least a majority in aggregate principal amount of the Notes have not made the

Equity Conversion Election, the Notes shall remain outstanding in accordance with their terms and shall be due and payable in cash on the maturity date or Springing Maturity Date, as applicable.

-81-

(g) The issuance of Conversion Shares upon the Equity Conversion is intended to be exempt

from registration under the Securities Act. The Conversion Shares will be subject to transfer restrictions under applicable securities laws and may bear a restrictive legend to that effect. Parent shall use commercially reasonable efforts to remove

such legend upon request of any Holder, provided such Holder provides customary representations and documentation reasonably satisfactory to Parent.

(h) The Issuer shall request Holders to provide information necessary to obtain FCC approvals in connection with the Equity Conversion. Any

Holder that does not provide such information shall not be entitled to receive Conversion Shares upon the Equity Conversion. Any Holder that does not receive required regulatory approval from the FCC shall not be entitled to receive Conversion

Shares and shall transfer its Notes to another Holder that has been approved by the FCC.

(i) The Issuer shall initiate a corporate action

process through the facilities of DTC to request that beneficial owners of the Notes, as of a designated record date, submit certifications and related documentation regarding their citizenship and foreign ownership status, and any additional

information that may be required in connection with the FCC application. This information shall be processed through the relevant DTC participants and must be delivered to the Issuer, Parent or its designated information agent by a specific deadline

(the “Information Delivery Deadline”). Immediately upon the Information Delivery Deadline, the Issuer shall instruct DTC to place a global lock or complete transfer freeze (the “DTC Freeze”) on the Notes. During

the period in which the DTC Freeze is in effect, Holders shall be unable to transfer, sell, pledge, hypothecate, or otherwise dispose of any of their Notes. The DTC Freeze shall remain in effect while the Issuer compiles the ownership data, submits

the required petition for a declaratory ruling to the FCC, and awaits final FCC approval. The DTC Freeze shall be lifted upon receipt of the requisite FCC approval. Upon such approval and the satisfaction or waiver of all other conditions to the

Equity Conversion, the Equity Conversion shall be consummated, the Notes shall be cancelled, and Holders shall receive their respective Conversion Shares.

(j) For the avoidance of doubt, neither the Trustee nor the PIK Notes Collateral Agent shall have any responsibility or liability with respect

to the Equity Conversion or any FCC application in connection therewith, including, without limitation, no duty (i) to determine if a Notice of Conversion has been delivered, (ii) with respect to the amount of Conversion Shares to be

issued, (iii) to determine or verify the Issuer’s determinations with respect to the Conversion Date or the Conversion Percentage, (iv) to determine if Holders of at least a majority in aggregate principal amount of the Notes have

made the Equity Conversion Election, (v) with respect to capitalizing of PIK Interest in connection with an Equity Conversion, (vi) to determine which Holders have or have not provided the required information to the Issuer in connection

with the regulatory approval from the FCC, (vii) with respect to any transfers of Notes required by this Section 6.15, (viii) to make or monitor any FCC applications or filings and (ix) with respect to instituting the DTC Freeze. The

foregoing shall be the obligations of the Issuer and Parent only and the Trustee and the PIK Notes Collateral Agent shall be entitled to conclusively rely, without investigation, on the Issuer’s and Parent’s determinations and actions

with respect to any of the foregoing.

ARTICLE 7

TRUSTEE

Section 7.01.

Duties of Trustee.

(a) If an Event of Default has occurred (and has not been cured) and is actually known to a Responsible Officer

of the Trustee, the Trustee shall, in the exercise of its power, use the degree of care of a prudent person in the conduct of his own affairs.

-82-

(b) Except during the continuance of an Event of Default actually known to a Responsible

Officer of the Trustee:

(i) the duties of the Trustee shall be determined solely by the express provisions of this

Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of gross negligence or willful misconduct 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, in the case of any such certificates or opinions which by

any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or

investigate the accuracy of mathematical calculation or other facts stated therein).

for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) this paragraph (c) does not limit the effect of paragraph (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved

in a court of competent jurisdiction that the Trustee was grossly 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 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to

paragraphs (a), (b) and (c) of this Section 7.01 and 7.02(f).

(e) Subject to this Article 7, whether or not an Event of Default

has occurred and is continuing, neither the Trustee nor the PIK Notes Collateral Agent shall be under any obligation to exercise any of the rights or powers under this Indenture at the request or direction of any Holder or Holders of the Notes

unless such Holder or Holders have offered, and if requested, provided, to the Trustee and the PIK Notes Collateral Agent security and indemnity satisfactory to the Trustee and the PIK Notes Collateral Agent against any loss, liability, claim or

expense.

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

Section 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon 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, but the Trustee, in its discretion, may 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 at the sole cost of the Issuer and shall incur no liability or additional liability of

any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an

Officer’s 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 such Officer’s Certificates or Opinion of Counsel. The Trustee may consult with

counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in

accordance with the advice or opinion of such counsel.

-83-

the misconduct or negligence of any agent or attorney appointed with due care.

(d) 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 the rights or powers conferred upon it by this Indenture; provided, however, that the Trustee’s conduct does not constitute willful misconduct or

gross negligence as determined by a final and non-appealable order of a court of competent jurisdiction.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if

signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own

funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or

indemnity satisfactory to it against such risk or liability is not assured to it.

(g) Neither the Trustee nor the PIK Notes Collateral

Agent shall be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by the Trustee or the

PIK Notes Collateral Agent at the Corporate Trust Office, and such notice references the Notes and this Indenture.

(h) In no event shall

the Trustee be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the

likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits

given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under the other Second Lien Debt Documents, the PIK Notes Collateral

Agent and each agent, custodian and other Person employed to act hereunder.

(j) The Trustee shall not be required to give any bond or

surety in respect of the performance of its powers and duties hereunder.

(k) The Trustee may request that the Issuer delivers a

certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(l) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,

instrument, opinion, report, notice, request, direction, consent, judgment, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may 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 at the

sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(m)

The permissive rights of the Trustee under this Indenture and the Second Lien Debt Documents shall not be construed as duties.

Section 7.03. Individual Rights of Trustee.

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any

Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue

as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.

-84-

Section 7.04. Trustee’s and PIK Notes Collateral

Agent’s Disclaimer.

Neither the Trustee nor the PIK Notes Collateral Agent shall be responsible for and makes any

representation as to the validity or adequacy of this Indenture, the Notes or the Security Documents, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s

direction under any provision of this Indenture, neither of them shall be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or

any statement in the Notes, the Security Documents or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Trustee, the Trustee shall mail to Holders

of Notes a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing

Default if it determines that withholding notice is in the interest of the Holders of the Notes. Neither the Trustee nor the PIK Notes Collateral Agent shall be deemed to know of any Default unless a Responsible Officer of the Trustee has actual

knowledge thereof or unless written notice of any event which is such a Default is received by the Trustee or the PIK Notes Collateral Agent at the Corporate Trust Office.

Section 7.06. [Reserved].

Section 7.07. Compensation and Indemnity.

The Issuer shall pay to the Trustee and the PIK Notes Collateral Agent from time to time such compensation for its acceptance of this

Indenture and services hereunder as the parties shall agree in writing from time to time. 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 and

the PIK Notes Collateral Agent promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation,

disbursements and expenses of the agents and counsel of the Trustee and the PIK Notes Collateral Agent.

The Issuer and the Subsidiary

Guarantors, jointly and severally, shall indemnify each of the Trustee and the PIK Notes Collateral Agent for, and hold the Trustee and the PIK Notes Collateral Agent harmless against, any and all loss, damage, claims, liability or expense

(including reasonable attorneys’ fees and expenses) incurred by it (as evidenced in an invoice from the Trustee and the PIK Notes Collateral Agent) in connection with the acceptance or administration of this trust and the performance of its

duties hereunder and under the other Second Lien Debt Documents (including the costs and expenses of enforcing this Indenture and the other Second Lien Debt Documents against the Issuer or any of the Subsidiary Guarantors (including this

Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Subsidiary Guarantor, or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder). The

Trustee and the PIK Notes Collateral Agent, as applicable, shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the PIK Notes Collateral Agent to so notify the Issuer shall not relieve the Issuer

of its obligations hereunder. The Issuer shall defend the claim and the Trustee and the PIK Notes Collateral Agent, as applicable, shall provide reasonable cooperation at the Issuer’s expense in the defense. The Trustee and the PIK Notes

Collateral Agent, as applicable, may have separate counsel and the Issuer shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes the

Trustee’s and the PIK Notes Collateral Agent’s, as applicable, defense and, in the Trustee’s or PIK Notes Collateral Agent’s, as applicable, reasonable judgment, there is no conflict of interest between the Issuer and the

Trustee or the PIK Notes Collateral Agent, as applicable, in connection with such defense. The Issuer need not reimburse any expense or indemnify against any loss, liability, claim or expense incurred by the Trustee or the PIK Notes Collateral Agent

through the Trustee’s or the PIK Notes Collateral Agent’s, as applicable, own willful misconduct or gross negligence, as determined by a final and non-appealable order of a court of competent

jurisdiction.

-85-

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction

and discharge of this Indenture or the earlier resignation or removal of the Trustee and the PIK Notes Collateral Agent.

To secure the

payment obligations of the Issuer and the Subsidiary Guarantors in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and

interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee or the PIK Notes

Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(6) or (7) hereof occurs, the fees and expenses and the compensation for the services (including the fees and expenses of its agents

and counsel) are intended to constitute expenses of administration under any Debtor Relief Law.

Section 7.08. Replacement of

Trustee.

A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the

successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in

principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(a) the Trustee fails to comply with Section 7.10 hereof;

(b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any

Debtor Relief Law;

(d) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a

successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the

Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10

hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of 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; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof.

Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

-86-

Section 7.09. Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another

corporation, the successor corporation 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 Notes 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 Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes 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 Notes or in this Indenture provided that the certificate of the Trustee shall have.

Section 7.10. Eligibility; Disqualification.

There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of

America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50,000,000

as set forth in its most recent published annual report of condition.

Section 7.11. Limitation on Duty of Trustee in Respect of

Collateral.

(a) Beyond the exercise of reasonable care in the custody thereof, the Trustee shall have no duty as to any Collateral in

its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and 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 security interest in the Collateral. The Trustee shall be

deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or

diminution in the value.

(b) The Trustee and the PIK Notes Collateral Agent shall not be responsible for the existence, genuineness or

value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the

validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon

the Collateral or otherwise as to the maintenance of the Collateral (except with respect to certificates delivered to the PIK Notes Collateral Agent representing securities pledged under the Security Documents). The Trustee and the PIK Notes

Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Intercreditor Agreements or the Security Documents by the Issuer, any Guarantor or any other party thereto.

ARTICLE 8

LEGAL DEFEASANCE

AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance and Covenant Defeasance.

The Issuer may, at its option and at any time, elect to have either Section 8.02 or 8.03 hereof applied to all outstanding Notes upon

compliance with the conditions set forth below in this Article 8.

-87-

Section 8.02. Legal Defeasance and Discharge.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer and the

Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and to have cured all then existing

Events of Default with respect to the Notes on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer shall be deemed to have paid and discharged the

entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses

(a) and (b) below, to have satisfied all its other obligations under the Notes and this Indenture including that of the Guarantors and to have cured all then existing Events of Default with respect to the Notes (and the Trustee, on demand of

and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(a) the rights of Holders of Notes to receive payments in respect of the principal of, premium, if any, and interest on the

Notes when such payments are due solely out of the trust created pursuant to this Indenture;

(b) the Issuer’s

obligations with respect to the Notes concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

therewith; and

(d) the provisions of this Section 8.02.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise

of its option under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the

Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15

(other than the existence of the Issuer (subject to Section 5.01 hereof)) and 4.16 hereof and clauses (4) and (5) of Section 5.01(a) and Section 5.01(b) hereof with respect to the outstanding Notes on and after the date the

conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or

declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not

be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of

any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in

any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. In

addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a)(3),

6.01(a)(4), 6.01(a)(5), 6.01(a)(6) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries), 6.01(a)(7) (solely with respect to Restricted Subsidiaries that are Significant Subsidiaries) and 6.01(a)(8) hereof shall not

constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes:

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

-88-

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the

benefit of the Holders of Notes, cash in U.S. dollars, 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, to pay the principal

amount of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal amount, premium, if any, or interest on the Notes and the Issuer must specify whether the Notes

are being defeased to maturity or to a particular Redemption Date;

(2) in the case of Legal Defeasance, the Issuer shall

have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions,

(A)

the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B)

since the issuance of the Notes, 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 confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, 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 Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that,

subject to customary assumptions and exclusions, the Holders of the Notes 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 such 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;

(4) no

Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred

and be continuing on the date of such deposit with respect to the Notes;

(5) such Legal Defeasance or Covenant Defeasance

shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than

that resulting from borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the

Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that

all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Section 8.05. Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the

Trustee pursuant to Section 8.04 hereof shall be held in trust and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a

Guarantor acting as Paying Agent), the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

-89-

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed

on or assessed against Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the

outstanding Notes.

Section 8.06. Repayment to Issuer.

Anything in this Article 8 or Article 11 to the contrary notwithstanding, each of the Trustee and each Paying Agent shall promptly deliver or

pay to the Issuer upon request any money or Government Securities held by it in accordance with this Article 8 or Article 11 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification

thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance, Covenant Defeasance

or discharge in accordance with Article 11 hereof.

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer,

in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request

or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or any Paying Agent with respect to such trust money, and

all liability of the Issuer as trustee thereof, shall thereupon cease.

Section 8.07. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any United States dollars or Government Securities in accordance with Section 8.02

or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes

shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof,

as the case may be; provided that, if the Issuer makes any payment of principal of, premium or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to

receive such payment from the money held by the Trustee or the Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture) the Trustee and the PIK

Notes Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreements (if then in effect), the Security Documents, any Guarantee or the Notes without the consent of any Holder:

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

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Section 5.01 hereof;

-90-

(4) to provide for the assumption of the Issuer’s or any

Guarantor’s obligations to the Holders by any Successor Company or Successor Person, as applicable;

(5) to make any

change that would provide any additional rights or benefits to the Holders (including to expand the Collateral) or that does not materially adversely affect the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any

Guarantor;

(7) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee,

successor PIK Notes Collateral Agent or successor Agent thereunder pursuant to the requirements thereof;

(8) to add a

Subsidiary Guarantor under this Indenture or to secure the Obligations hereunder;

(9) to conform the text of this

Indenture, the Intercreditor Agreements, the Security Documents, the Guarantees or the Notes to any provision of the “Description of 2027 PIK Notes” section of the Offering Memorandum as described in an Officer’s Certificate;

(10) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by

this Indenture, including, without limitation, to facilitate the issuance and administration of the Notes; provided, however, that (i) compliance with this Indenture as so amended would not result in Notes being transferred in

violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;

(11) to release or subordinate Collateral as permitted by this Indenture, the Security Documents or the Intercreditor

Agreements;

(12) [Reserved]; or

(13) to add additional secured creditors holding First Lien Obligations, Additional Second Lien Obligations or Obligations

secured by a Lien junior to the Liens securing the Notes, in each case, to the extent permitted in this Indenture.

Section 9.02.

With Consent of Holders of Notes.

Except as provided below in this Section 9.02, the Issuer, any Guarantor, the Trustee and

the PIK Notes Collateral Agent may amend or supplement this Indenture, the Intercreditor Agreements (if then in effect), the Security Documents, any Guarantee and the Notes with the consent of the Holders of at least a majority in principal amount

of the Notes then outstanding other than Notes beneficially owned by the Issuer or its Affiliates, and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a continuing Default in the payment of interest

on, premium, if any, or the principal of, any Note, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Intercreditor Agreements, the Security Documents or the

Notes issued hereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, other than Notes beneficially owned by the Issuer or its Affiliates. Sections 2.08 and 2.09 hereof shall determine

which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

The consent of the Holders

of Notes under this Section 9.02 is not necessary under this Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

-91-

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the

Issuer shall deliver electronically or mail to the Holders of the Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in

any way impair or affect the validity of any such amendment, supplement or waiver.

Without the consent of each affected Holder of Notes,

an amendment or waiver may not, with respect to Notes held by a non-consenting Holder:

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal amount of or change the fixed final maturity of any Note or alter or waive the provisions with respect

to the redemption of Notes (other than, in each case, with respect to the notice periods with respect to such redemptions), it being understood that, for the avoidance of doubt, the Springing Maturity Condition may be waived, amended or deleted by

Holders of a majority of the Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of

acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes (other than those held by the Issuer or any of its Affiliates) and a waiver of the payment default that resulted from such acceleration, or in

respect of a covenant or provision contained in this Indenture or any Guarantee that cannot be amended or modified without the consent of all Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders to

receive payments of principal of or premium, if any, or interest on the Notes (other than, in each case, with respect to the notice periods with respect to redemptions), it being understood that, for the avoidance of doubt, the Springing Maturity

Condition may be waived, amended or deleted by Holders of a majority of the Notes;

(7) make any change in these amendment

and waiver provisions as it relates to the Notes;

(8) impair the right of any Holder to institute suit for the enforcement

of any payment on or with respect to such Holder’s Notes, it being understood that, for the avoidance of doubt, the Springing Maturity Condition may be waived, amended or deleted by Holders of a majority of the Notes;

(9) make any change to or modify the ranking of the Notes that would adversely affect the Holders;

(10) except as expressly permitted by this Indenture, modify the terms of the Guarantees of any Significant Subsidiary or

Parent in any manner adverse to the Holders of the Notes; or

(11) make any change to the provisions of this Indenture, the

Intercreditor Agreements (if then in effect) or the Security Documents with respect to the pro rata application of proceeds of Collateral in respect of the Notes required thereby in a manner that by its terms modifies the application of such

proceeds in respect of the Notes required thereby to be on a less than pro rata basis to the Holder of such Note.

In addition, any

amendment or supplement to, or waiver of, the provisions (i) set forth in Section 4.16 hereof or the definition of “Liability Management Transactions” hereof or (ii) of this Indenture, the Intercreditor Agreements (if then

in effect), the Security Documents, any Guarantee or the Notes that has the effect of releasing all or substantially all of the Collateral from the Liens securing the 2027 PIK Notes Obligations, in each case, will require the consent of the Holders

of at least sixty-six and two-thirds percent of the aggregate outstanding principal amount of the Notes (other than those held by the Issuer or any of its Affiliates)

(and the same will be required to reduce such voting requirement).

-92-

Section 9.03. Revocation and Effect of Consents.

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a

Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a

Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the earlier of the date the waiver, supplement or amendment becomes effective and the date on which the Trustee receives an Officer’s

Certificate from the Issuer certifying that the requisite principal amount of Notes have consented. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any

amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to

such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date

unless the consent of the requisite principal amount of Notes has been obtained.

Section 9.04. Notation on or Exchange of

Notes.

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated.

The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

Section 9.05. Trustee and PIK Notes Collateral Agent to Sign Amendments, etc.

The Trustee and the PIK Notes Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the

amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the PIK Notes Collateral Agent, as applicable. If it does, the Trustee or the PIK Notes Collateral Agent, as applicable, may but need

not sign it. In executing any amendment, supplement or waiver, the Trustee and the PIK Notes Collateral Agent (subject to Section 7.01 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by

Section 13.03 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture or amendment or supplement to the other Second Lien Debt Documents is authorized or permitted by

this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions. No

Opinion of Counsel will be required by the immediately preceding sentence for the Trustee and the PIK Notes Collateral Agent to execute any amendment or supplement adding a new Guarantor under this Indenture.

-93-

ARTICLE 10

GUARANTEES

Section 10.01.

Guarantee.

Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a

senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the PIK Notes Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this

Indenture, the Notes or the obligations of the Issuer hereunder or thereunder: (a) the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under this Indenture

and the Notes, whether for payment of principal of or interest on the Notes, expenses, indemnification or otherwise, on the terms set forth in this Indenture; and (b) in case of any extension of time of payment or renewal of any Notes or any of

such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so

guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or

enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any

action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in

the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of

the obligations contained in the Notes and this Indenture.

If any Holder, the Trustee or the PIK Notes Collateral Agent is required by

any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid to the Trustee, the PIK Notes Collateral Agent

or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Each Guarantor also

agrees to pay any and all reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee, the PIK Notes Collateral Agent or any Holder in enforcing any rights under this Section 10.01.

Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the PIK Notes Collateral

Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such

acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become

due and payable by the Guarantors for the purpose of this Guarantee. Any Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other

Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for

liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest

extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by

any obligee on the Notes or Guarantees, whether as a voidable preference, fraudulent transfer or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced,

restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining

provisions shall not in any way be affected or impaired thereby.

Each payment to be made by a Guarantor in respect of its Guarantee shall

be made without set-off, counterclaim, reduction or diminution of any kind or nature.

-94-

Section 10.02. Limitation on Guarantor Liability.

Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee

of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Debtor Relief Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any

Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount

and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in

respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Section 10.03. Execution and Delivery.

To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture shall be executed on behalf

of such Guarantor by an Officer of such Guarantor.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof

shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth

in this Indenture on behalf of the Guarantors.

If required by Section 4.09 hereof, the Issuer shall cause any newly created or

acquired Restricted Subsidiary to comply with the provisions of Section 4.09 hereof and this Article 10, to the extent applicable.

Section 10.04. Subrogation.

Each Guarantor shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by any Guarantor

pursuant to the provisions of Section 10.01 hereof; provided that, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all obligations of the Issuer under this

Indenture and the Notes shall have been paid in full.

Section 10.05. Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture

and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

Section 10.06. Release of Guarantees.

A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged and no further action by such

Subsidiary Guarantor, the Issuer, the Trustee or the PIK Notes Collateral Agent is required for the release of such Subsidiary Guarantor’s Guarantee upon:

(1) (A) any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of (i) the Capital Stock

of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Subsidiary Guarantor which sale,

exchange or transfer is made in a manner not in violation of the applicable provisions of this Indenture;

-95-

(B) the release or discharge by such Subsidiary Guarantor of the guarantee

that resulted in the creation of such Guarantee (except a discharge or release by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligation), but only if the Liens on Collateral of such

Subsidiary Guarantor are also substantially concurrently released pursuant to the terms of any other Second Lien Obligations or First Lien Obligations, as applicable; or

(C) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the

Issuer’s obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture, including as described in Article 11 hereof; and

(2) the Issuer delivering to the Trustee and the PIK Notes Collateral Agent an Officer’s Certificate and an Opinion of

Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.

Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee and the PIK Notes Collateral Agent

shall, at the sole cost and written request of the Issuer, without recourse, representation or warranty, execute any documents reasonably requested by the Issuer in order to evidence or effect such release or discharge and such Guarantor’s

obligations under the Security Documents. Neither the Issuer nor any Guarantor will be required to make a notation on the Notes to reflect any Guarantee or any such release or discharge. Upon any release of a Guarantor from its Guarantee, such

Guarantor shall also be released from its obligations under the Security Documents.

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01. Satisfaction and Discharge.

This Indenture shall be discharged (except for certain surviving rights of the Trustee and the PIK Notes Collateral Agent and the

Issuer’s obligations with respect thereto) and shall cease to be of further effect as to the Notes, when either:

(1)

all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation;

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of

the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption and redeemed within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by

the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of the Notes

cash in U.S. dollars, 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 of Notes not theretofore delivered to the

Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be

sufficient for purposes of the 2027 PIK Notes Indenture to the extent that an amount is deposited with the 2027 PIK Notes Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date

of redemption only required to be deposited with the 2027 PIK Notes Trustee on or prior to the date of redemption;

(B) the

Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions

precedent to satisfaction and discharge have been satisfied.

-96-

Notwithstanding the satisfaction and discharge of this Indenture, the provisions of Sections

7.07 and 12.01(f) hereof shall survive and if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall

survive.

Section 11.02. Application of Trust Money.

Subject to the provisions of Section 8.06 hereof, all money and Government Securities (including the proceeds thereof) deposited with the

Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or

Subsidiary Guarantor acting as the Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need

not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or

Government Securities in accordance with Section 11.01 hereof 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 and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof until such time as the Trustee or any Paying Agent is

permitted to apply all such money or Government Securities in accordance with Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement

of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12

SECURITY AND

COLLATERAL

Section 12.01. The PIK Notes Collateral Agent.

(a) The Issuer, the Guarantors and the PIK Notes Collateral Agent will enter into one or more Security Documents that will establish the terms

of the security interests in the Collateral. The Security Documents will provide for the security interests that will secure the payment and performance when due of all of the Obligations of the Issuer and the Guarantors under this Indenture, the

Notes, the Guarantees and the Security Documents.

(b) By accepting a Note, each Holder will be deemed to have irrevocably appointed the

PIK Notes Collateral Agent to act as its agent under the Security Documents and the Intercreditor Agreements and irrevocably authorized and directed each of the Trustee and the PIK Notes Collateral Agent, as the case may be, to (i) execute and

deliver the Intercreditor Agreements, if any, and any Security Documents to which the Trustee or the PIK Notes Collateral Agent, as applicable, is named as a party, including any Security Documents or Intercreditor Agreements executed after the

Issue Date, (ii) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Security Documents or the Intercreditor Agreements or other documents to which it is a party, together with any

other incidental rights, powers and discretions; and (iii) execute each document expressed to be executed by the Trustee or the PIK Notes Collateral Agent on its behalf. It is hereby expressly acknowledged and agreed that, in doing so, the

Trustee and the PIK Notes Collateral Agent are (a) expressly authorized to make the representations attributed to Holders in any such agreements and (b) not responsible for the terms or contents of such agreements, or for the validity or

enforceability thereof, or the sufficiency thereof for any purpose. The PIK Notes Collateral Agent hereby accepts such designation and appointment as the PIK Notes Collateral Agent under the Indenture and agrees to act as the PIK Notes Collateral

Agent on the conditions contained in this Indenture and subject to the Intercreditor Agreements. Since the Holders of the Notes are not parties to the Security Documents, such holders may not, individually or collectively, take any direct action to

enforce any rights in their favor under the Security Documents. Except as provided in the Security Documents, the Holders of the Notes may act only through instruction to the Trustee in accordance with the terms of the Indenture, which, in turn,

will instruct the PIK Notes Collateral Agent, or through instruction to the PIK Notes Collateral Agent in accordance with the terms of this Indenture and subject to the Intercreditor Agreements.

-97-

Each of the Holders hereby exempts the PIK Notes Collateral Agent from any restrictions on

representing several persons and self-dealing under any applicable law to the extent legally possible for such Holder.

Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate, including without limitation the First Lien Collateral Agent

(including any successor First Lien Collateral Agent).

(d) The PIK Notes Collateral Agent shall have all the rights, protections,

privileges, powers, immunities, indemnities and benefits provided in the Security Documents as well as the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof; provided,

however, that the Issuer shall not reimburse any expense or indemnify against any loss, liability or expense incurred by the PIK Notes Collateral Agent through the PIK Notes Collateral Agent’s own willful misconduct or gross negligence,

as determined by a final and non-appealable order of a court of competent jurisdiction.

(e) None

of the Trustee, the PIK Notes Collateral Agent or any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any Collateral, for the legality,

enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, continuation of perfection, priority, sufficiency or protection of any Lien securing the Notes or any defect or deficiency as to any such matters,

except to the extent any possessory collateral is delivered to the PIK Notes Collateral Agent for perfection purposes.

(f) Subject to the

Security Documents, except as directed by the Trustee as required or permitted by this Indenture, the Holders acknowledge that the PIK Notes Collateral Agent will not be obligated:

(i) to act upon directions purported to be delivered to it by any other Person;

(ii) to foreclose upon or otherwise enforce any Lien securing the Notes; or

(iii) to take any other action whatsoever with regard to any or all Liens securing the Notes, the Security Documents or the

Collateral.

(g) In acting as PIK Notes Collateral Agent, co-collateral agent or sub-collateral agent, the PIK Notes Collateral Agent, each co-collateral agent and each sub-collateral agent may rely upon and enforce

each and all of the rights, protections, privileges, powers, immunities, indemnities and benefits of the Trustee under Article 7 hereof, including the right to compensation and indemnity set forth in Section 7.07. Whether or not expressly

provided therein, in acting under any Security Document or the Intercreditor Agreements, the PIK Notes Collateral Agent shall be entitled to all of the rights, protections, privileges, powers, immunities and indemnities granted to the PIK Notes

Collateral Agent in this Indenture.

(h) Neither the Trustee nor the PIK Notes Collateral Agent shall have any duty to file any financing

statements, amendments thereto, continuation statements or any other agreement or instrument to perfect or maintain the perfection of the PIK Notes Collateral Agent’s security interest in the Collateral.

(i) Before the PIK Notes Collateral Agent acts or refrains from acting in each case at the request or direction of the Issuer or the

Guarantors, it may require an Officer’s Certificate and an Opinion of Counsel. The PIK Notes Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion

of Counsel.

(j) The PIK Notes Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it

hereunder or under any other Security Document, or the Intercreditor Agreements, except for its own gross negligence or willful misconduct as determined by a final and non-appealable order of a court of

competent jurisdiction. No implied covenants, functions, responsibilities, duties, obligations or liabilities, whether arising under statute, common law or otherwise shall be read into this Indenture, the Security Documents or the Intercreditor

Agreements, or otherwise exist against the PIK Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the PIK Notes Collateral

-98-

Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of

market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The PIK Notes Collateral Agent will not be required to take any action that is contrary to applicable law or any

provision of this Indenture, the Security Documents or the Intercreditor Agreements, and will not have any duty to take any discretionary action or exercise any discretionary powers.

(k) The PIK Notes Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution,

certificate, statement, instrument, opinion, report, notice, request, direction, judgment, consent, order, bond, debenture, or other paper or document. Prior to taking any action with respect to Collateral, the PIK Notes Collateral Agent will be

entitled to seek direction from the Trustee or the Holders of a majority in aggregate principal amount of the Notes outstanding. If the PIK Notes Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount

of the then outstanding Notes with respect to any action, the PIK Notes Collateral Agent shall be entitled to refrain from such action unless and until the PIK Notes Collateral Agent shall have received direction and indemnity, if requested, from

the Holders of a majority in aggregate principal amount of the then outstanding Notes, and the PIK Notes Collateral Agent shall not incur liability to any Person by reason of so refraining.

(l) No provision of this Indenture, the Security Documents or the Intercreditor Agreements, will require the PIK Notes Collateral Agent to

advance or expend any of its own funds or otherwise incur any financial liability in the performance of its duties or the exercise of its powers or rights hereunder or thereunder (or any omission to perform or take any action at the request or

direction of the Holders) unless it has been provided with security or indemnity satisfactory to the PIK Notes Collateral Agent against any and all loss, liability or expense which may be incurred by it by reason of taking or continuing to take or

omitting to take such action relating thereto. Notwithstanding anything to the contrary contained in this Indenture, the Security Documents or the Intercreditor Agreements, in the event the PIK Notes Collateral Agent is entitled or required to

commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the PIK Notes Collateral Agent shall not be required to commence any such action or exercise any remedy or to inspect or conduct

any studies of any property under the Mortgages or take any such other action if the PIK Notes Collateral Agent has determined that the PIK Notes Collateral Agent may incur personal liability as a result of the presence at, or release on or from,

the Collateral or such property unless the PIK Notes Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the PIK Notes Collateral Agent in its sole discretion, protecting the PIK Notes

Collateral Agent from all such liability. The PIK Notes Collateral Agent shall at any time be entitled to cease taking any action described in this paragraph (k) if it no longer reasonably deems any indemnity, security or undertaking from the

Issuer or the Holders to be sufficient.

(m) Beyond the exercise of reasonable care in the custody of Collateral in its possession or

control, the PIK Notes Collateral Agent will have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any

other rights pertaining thereto.

(n) The PIK Notes Collateral Agent may resign or be removed and a successor collateral agent be

appointed, all in accordance with the provisions of Section 7.08 and 7.09 hereof, as if references to Trustee therein were references to the PIK Notes Collateral Agent.

(o) If the Issuer or any Guarantor (i) incurs any obligations in respect of First Lien Obligations or ABL Obligations at any time when

the applicable Intercreditor Agreements are not in effect or at any time when the obligations entitled to the benefit of the applicable Intercreditor Agreements are concurrently retired, and (ii) delivers to the PIK Notes Collateral Agent an

Officer’s Certificate so stating and requesting the PIK Notes Collateral Agent to enter into the applicable Intercreditor Agreements in favor of a designated agent or representative for the holders of the First Lien Obligations or ABL

Obligations so incurred, the PIK Notes Collateral Agent shall (and is hereby authorized and directed to) enter into such Intercreditor Agreements (at the sole expense and cost of the Issuer, including legal fees and expenses of the Trustee and PIK

Notes Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.

-99-

Section 12.02. Security Documents.

To secure the full and punctual payment when due and the full and punctual performance of the Obligations of the parties hereto, the Issuer,

the Guarantors and the PIK Notes Collateral Agent shall, on the Issue Date, enter into certain Security Documents and may enter into additional Security Documents and the Issuer and the Guarantors shall take or cause to be taken all such actions as

may be required to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the 2027 PIK Notes Secured Parties under this Indenture, the Notes, the Guarantees and the Security Documents, a valid and

enforceable perfected first-priority Lien and security interest in all of the Collateral (subject to the terms of the Intercreditor Agreements, if any, the Security Documents and general principles of law which are specifically referred to in any

legal opinion required to be delivered under the Security Documents) in favor of the PIK Notes Collateral Agent for the benefit of the 2027 PIK Notes Secured Parties. Each Holder, by accepting a Note, consents and agrees to the terms of the Security

Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) as each may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the Intercreditor

Agreements. This Article XII and the provisions of each Security Document are subject to the terms, conditions and benefits as set forth in the Intercreditor Agreements.

Section 12.03. Control Agreements

Within 60 days after (i) the Issue Date with respect to all Deposit Accounts (as defined in the UCC) and Securities Accounts (as defined

in the UCC) (in each case, that are not Excluded Accounts) that are in existence on the Issue Date and (ii) with respect to any such Deposit Account and Securities Account that are established after the Issue Date (in each case, that are not

Excluded Accounts), within 45 days of such Deposit Account or Securities Account being established, the Issuer or such Guarantor shall deliver to the PIK Notes Collateral Agent, for the ratable benefit of itself and the other 2027 PIK Notes Secured

Parties, fully executed Deposit Account Control Agreements or a Securities Account Control Agreements, as applicable; provided that notwithstanding the foregoing, in the event that the First Lien Collateral Agent is party to a Deposit Account

Control Agreement or a Securities Account Control Agreement with respect to any Deposit Account or Securities Account and agrees to be bailee and agent for perfection purposes for the PIK Notes Collateral Agent pursuant to the Intercreditor

Agreements, no separate control agreements shall be required with respect to Deposit Accounts and Securities Accounts subject to such Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, in favor of the First

Lien Collateral Agent.

“Excluded Account” means any of the following:

(1) accounts that are zero balance accounts; provided, that the available balance of each such zero balance account is

automatically swept on each Business Day into another account that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, for the benefit of the PIK Notes Collateral Agent and such Deposit Account

Control Agreement or Securities Account Control Agreement, as applicable, does not provide that such sweep is discontinued or terminated upon delivery of a notice of exclusive control (or other similar term, as defined in such Deposit Account

Control Agreement or Security Account Control Agreement, as applicable);

(2) any deposit account or securities account

used exclusively for trust and fiduciary accounts, escrow accounts, accounts containing customer funds and other accounts established by the Issuer or any Guarantor exclusively for the benefit of third parties (that are not Grantors);

(3) an individual account with an average weekly balance not in excess of $250,000 (and together with any other accounts under

this clause (3), not in excess of $1,000,000 at any time);

(4) any deposit account or securities account used

exclusively for payroll account, payroll tax account, benefit account, other employee wage and benefit account;

(5)

accounts holding solely taxes required to be collected, remitted or withheld (including federal and state withholding taxes (including the employer’s share thereof)); and

-100-

(6) any deposit account or securities account holding cash constituting cash

collateral in respect of (i) cash collateralized letters of credit permitted to be issued pursuant to this Indenture or (ii) Liens permitted to be incurred pursuant to clauses (1) or (4) of the definition of “Permitted

Liens”.

Section 12.04. Maintenance of Collateral.

The Issuer and the Guarantors shall maintain the Collateral in good, safe and insurable operating order, condition and repair (ordinary wear

and tear excepted) and shall do all other acts as may be reasonably necessary or appropriate to maintain and preserve the Collateral, provided that the Issuer and the Guarantors may dispose of Collateral to the extent permitted by Sections

4.11 and 5.01 hereof. The Issuer and the Guarantors shall pay all real estate and other taxes (except such as are being contested in good faith and by appropriate negotiations or proceedings), and maintain in full force and effect all material

permits and insurance in amounts and that insures against such losses and risks as are reasonable for the type and size of the business conducted by the Issuer and the Guarantors.

Section 12.05. Impairment of Collateral.

Subject to the rights of the holders of any senior Liens and to Section 12.09, Parent shall not, and shall not permit any of the

Restricted Subsidiaries to, (i) take, or knowingly or negligently fail to take, any action which action or failure would or could reasonably be expected to have the results of materially impairing the validity, perfection or priority of the

security interests with respect to the Collateral for the benefit of the PIK Notes Collateral Agent, the Trustee and the Holders, unless such action or failure to take action is otherwise permitted by the terms of this Indenture, the Intercreditor

Agreements, if any, or the Security Documents or (ii) grant any Person, or permit any Person to retain (other than the Notes Collateral Agents and ABL Agent), any Liens on the Collateral, other than Permitted Liens. The Issuer and each

Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or the PIK Notes Collateral Agent reasonably requests, to more fully or accurately describe the assets and property

intended to be Collateral or the obligations intended to be secured by the Security Documents.

Section 12.06. After-Acquired

Collateral.

From and after the Issue Date and subject to the terms of the Security Documents and the Intercreditor

Agreements, if any, if the Issuer or any Guarantor acquires any property or rights which are of a type constituting Collateral under any Security Document (excluding, for the avoidance of doubt, any Excluded Property) and which are not automatically

subject to the perfected Lien of the PIK Notes Collateral Agent, it will, at its sole cost and expense, execute and deliver such security instruments, financing statements and such certificates and Opinions of Counsel to the extent required under

this Indenture or any Security Documents to vest in the PIK Notes Collateral Agent a perfected security interest (subject only to Permitted Liens) in such after-acquired Collateral and to take such actions to add such after-acquired Collateral to

the Collateral, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such after-acquired Collateral to the same extent and with the same force and effect. Notwithstanding

the foregoing, Opinions of Counsel will not be required in connection with the addition of new Guarantors or in connection with such Guarantors entering into the Security Documents or to vest in the PIK Notes Collateral Agent a perfected security

interest in such after-acquired Collateral. Neither the Trustee nor the PIK Notes Collateral Agent shall have any duty to monitor the future acquisition of property or rights that is of a type constituting Collateral or monitor the perfection of or

take any actions to perfect the security interest in the Collateral.

Section 12.07. Further Assurances.

(a) Subject to the exceptions and limitations set forth in this Indenture and the Security Documents, the Issuer and the Guarantors shall

execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be necessary, proper or customary, or that the PIK Notes Collateral Agent may reasonably request, in order to effectuate

the transactions contemplated by this Indenture and to grant, preserve, protect and perfect the validity and first priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. Such

security interests and Liens will be created under the Security Documents and, to the extent necessary, other security agreements and other instruments and documents in form and substance as may be necessary to grant and perfect the PIK Notes

Collateral Agent’s security interest in the Collateral, subject to the limitations and exceptions set forth in the Security Documents.

-101-

(b) The Issuer shall furnish to the PIK Notes Collateral Agent, with respect to the Issuer

or any Guarantor, prompt (and, in any event, within 30 days) written notice of any change in such Person’s (i) legal name, (ii) jurisdiction of organization or formation or (iii) identity or corporate structure, in each case to

the extent required by the Security Documents. In connection with the occurrence of any of the foregoing, the Issuer and the Guarantors shall make all filings under the UCC (including amendments and continuation statements) and any other applicable

laws that are required by this Indenture and/or the Security Documents in order for the Collateral to be made subject to the Lien of the PIK Notes Collateral Agent in the manner and to the extent required by this Indenture or any of the Security

Documents and shall take all necessary action so that such Lien is perfected with the same priority as immediately prior to such change to the extent required by this Indenture and/or the Security Documents. The Issuer also agrees promptly to notify

the PIK Notes Collateral Agent in writing (which may be by email) if any material portion of the Collateral is damaged, destroyed or condemned.

If at any time after the Issue Date, the Issuer delivers to an agent or representative of the holders of First Lien Obligations, an update to

the perfection certificate previously delivered to any such agent or representative, then the Issuer shall promptly deliver such update to the Trustee and the PIK Notes Collateral Agent.

Section 12.08. Negative Pledge.

The Issuer and each Guarantor shall not, and Parent shall not permit any of the Restricted Subsidiaries to, further pledge the Collateral as

security or otherwise, subject to Permitted Liens.

Section 12.09. Real Estate Mortgages and Filings.

Within 150 days after (i) the Issue Date with respect to any Material Real Property that exists on the Issue Date and (ii) the

date of acquisition of any Material Real Property acquired after the Issue Date (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”) (in each case, or such later date as the First Lien

Collateral Agent, may have agreed under the Existing First Lien Notes Indenture, or if the Existing First Lien Notes Indenture is not then in effect, such later date as the PIK Notes Collateral Agent may have agreed (acting at the direction of

Holders of a majority of the Notes)):

(a) the Issuer or such Guarantor shall deliver to the PIK Notes Collateral Agent, as mortgagee or

beneficiary, as applicable, for the ratable benefit of itself, the Trustee and the Holders, fully executed counterparts of mortgages, deeds of trust, security deeds or deeds to secured debt (each, a “Mortgage”) in accordance with

the requirements of this Indenture and/or the Security Documents, duly executed and acknowledged by the Issuer or such Guarantor, and otherwise in form suitable for filing and recording in all appropriate local filing or recording offices of each

applicable political subdivision where each Material Real Property is situated in order to create a valid and subsisting perfected Lien on the property described therein in favor of the PIK Notes Collateral Agent for the ratable benefit of itself,

the Trustee and the Holders and that all filing and recording taxes and fees have been paid or otherwise provided for;

(b) the PIK Notes

Collateral Agent shall have received fully paid American Title Association Lender’s title insurance policies or marked up unconditional binder of such insurance (the “Mortgage Policies”) in favor of the PIK Notes Collateral

Agent, and its successors and/or assigns, with respect to the Material Real Property to be covered by the applicable Mortgages, which shall insure that the interests created by the Mortgages constitute valid Liens on the applicable Material Real

Property, with the priority required by this Indenture and the Security Documents, free and clear of all Liens, defects and encumbrances, other than Permitted Liens. All such Mortgage Policies to be in amounts equal to the estimated Fair Market

Value of the Material Real Property covered thereby, and such policies shall also include, to the extent available, endorsements as shall be reasonably requested in transactions of similar size and purpose and shall be accompanied by evidence of the

payment in full by the Issuer or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made) and that all charges for mortgage recording taxes, filing and recording fees and all related

expenses, if any, have been paid;

-102-

Association/National Society of Professional Surveyors form surveys, for which all necessary fees (where applicable) have been paid, certified to the PIK Notes Collateral Agent and the issuer of the Mortgage Policies by a land surveyor duly

registered and licensed in the states in which the property described in such surveys is located; provided that new or updated surveys will not be required if an existing survey, ExpressMap or other similar documentation is available and

survey coverage is available for the Mortgage Policies without the need for such new or updated surveys; and

(d) in each case with

respect to any Material Real Property (and any other Mortgaged Properties located in the same state as any such Material Real Property), the Issuer or the Guarantors shall deliver to the PIK Notes Collateral Agent customary local counsel opinions in

the jurisdictions in which the Mortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and, if applicable, any related fixture filings.

Section 12.10. Release of Liens on the Collateral.

(a) The Issuer and the Guarantors are entitled to the releases of property and other assets included in the Collateral from the Liens securing

the Notes under any one or more of the following circumstances:

(i) In part, as to any property or assets constituting

Collateral, to enable the Issuer to consummate the disposition of such property or assets to the extent not prohibited under Section 4.11 hereof;

(ii) in the case of a Subsidiary Guarantor that is released from its Guarantee with respect to the Notes in accordance with

Section 10.06 hereof, the release of the property and assets of such Subsidiary Guarantor;

(iii) as permitted by the

Intercreditor Agreements, if any; and

(iv) as permitted by the fifth paragraph of Section 9.02 hereof.

(b) The security interests in all Collateral securing the Notes will be released upon:

(i) payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, the Notes and all

other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid (including pursuant to a

satisfaction and discharge of this Indenture in accordance with Section 11.01); or

(ii) a Legal Defeasance or

Covenant Defeasance under this Indenture.

Trustee and PIK Notes Collateral Agent will be required and neither the Trustee nor the PIK Notes Collateral Agent shall have any liability for release given in reliance on such Officer’s Certificate. Upon receipt of such Officer’s

Certificate stating that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the PIK Notes Collateral Agent or the Trustee, as

applicable, to execute and deliver, or authorize the filing of, as applicable, the documents or instruments prepared by or on behalf of the Issuer to evidence the release of Collateral, and upon the Issuer’s written request, the PIK Notes

Collateral Agent or the Trustee, as applicable, shall, at the Issuer’s expense, without recourse, representation or warranty, execute and deliver or authorize the filing of, as applicable, such documents or instruments reasonably requested by

the Issuer in order to evidence the release of Collateral.

-103-

ARTICLE 13

MISCELLANEOUS

Section 13.01. Notices.

Any notice or communication by the Issuer, any Guarantor, the Trustee, the PIK Notes Collateral Agent or any Paying Agent to the others is

duly given if in writing and delivered in person or via facsimile, or mailed by first-class mail (registered or certified, return receipt requested) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200

Naples, Florida 34103

Attention: Caroline Beasley

to the Trustee or the PIK Notes Collateral Agent:

Wilmington Trust, National Association

Global Capital Markets

277 Park

Avenue, 25th Floor

New York, New York 10172

Attention: Beasley Mezzanine Holdings, LLC Notes Administrator

The Issuer, any Guarantor, the Trustee, the PIK Notes Collateral Agent or any Paying Agent, by notice to the others, may designate additional

or different addresses for subsequent notices or communications.

All notices and communications shall be deemed to have been duly given:

at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail (or in the case of Notes in global form, on the date the notice is sent pursuant to the

Applicable Procedures); on the date electronically sent (with pdf attachment) if electronically delivered or faxed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; and

on the first date of which publication is made, if given by publication; provided that any notice or communication delivered to the Trustee and the PIK Notes Collateral Agent shall be deemed received upon actual receipt thereof.

Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested) or by

overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other

Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not

the addressee receives it.

If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent

at the same time.

Section 13.02. [Reserved].

Section 13.03. Certificate and Opinion as to Conditions Precedent.

-104-

Upon any request or application by the Issuer or any of the Guarantors to the Trustee or the

PIK Notes Collateral Agent to take any action under this Indenture or the other Second Lien Debt Documents (except in connection with the original issuance of the Notes), the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee

and if such action relates to a Security Document or the Intercreditor Agreements, the PIK Notes Collateral Agent (except as set forth in Section 9.05 hereof):

(a) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee or the PIK Notes Collateral

Agent, as applicable (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed

action have been satisfied; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee or

the PIK Notes Collateral Agent, as applicable (which shall include the statements set forth in Section 13.04 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 13.04. Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate

provided pursuant to Section 4.04 hereof) shall include:

(a) a statement that the Person making such certificate or

opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or

investigation upon which the statements or opinions contained in such certificate or opinion are based;

that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (which examination or

investigation, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with;

provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

Section 13.05. Rules by Trustee and Agents.

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and

set reasonable requirements for its functions.

Section 13.06. No Personal Liability of Directors, Officers, Employees and

Stockholders.

No director, officer, employee, incorporator, member or stockholder of the Issuer or any Guarantor shall have any

liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and

releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is

against public policy.

Section 13.07. Governing Law.

THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

-105-

Section 13.08. Waiver of Jury Trial.

EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE PIK NOTES COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED

BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.09. Jurisdiction.

The Issuer and the Guarantors agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder, the Trustee

or the PIK Notes Collateral Agent arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and

each of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer and the Guarantors irrevocably waive, to the fullest extent permitted by law, any

objection to any suit, action, or proceeding that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings relating to securities laws of the United States of America or any state

thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Issuer and the Guarantors agree that final judgment in any such

suit, action or proceeding brought in such court shall be conclusive and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which the Issuer or the Guarantors, as the case may be,

are subject by a suit upon such judgment.

Section 13.10. Force Majeure.

In no event shall the Trustee or the PIK Notes Collateral Agent incur any liability for not performing any act or fulfilling any duty,

obligation or responsibility hereunder by reason of any occurrence beyond the reasonable control of the Trustee or the PIK Notes Collateral Agent (including but not limited to any act or provision of any present or future law or regulation or

governmental authority, any act of God or war, epidemic, civil unrest, local or national disturbance or disaster, any act of terrorism, interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, or

the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility).

Section 13.11. No Adverse

Interpretation of Other Agreements.

This Indenture may not be used to interpret any other indenture, loan or debt agreement of Parent

or any of the Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 13.12. Successors.

All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee, the PIK Notes

Collateral Agent or any Agent in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

Section 13.13. Severability.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability

of the remaining provisions shall not in any way be affected or impaired thereby.

-106-

Section 13.14. Counterpart Originals.

The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the

same agreement. Delivery of an executed counterpart of a signature page to this Indenture by telecopier, facsimile or other electronic transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed

counterpart thereof. One signed copy is enough to prove this Indenture. Unless otherwise provided herein or in any other related document, the words “execute”, “execution”, “signed”, and “signature”

and words of similar import used in or related to any document to be signed in connection with this Indenture, any other related document or any of the transactions contemplated hereby (including amendments, waivers, consents and other

modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a

paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records

Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, neither the Trustee nor the PIK Notes Collateral Agent is under any obligation to agree to accept

electronic signatures in any form or in any format unless expressly agreed to by the Trustee or the PIK Notes Collateral Agent pursuant to reasonable procedures approved by the Trustee or the PIK Notes Collateral Agent, as applicable. The Issuer

agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to the Trustee or the PIK Notes Collateral Agent, including, without limitation, the risk of the Trustee or the PIK Notes

Collateral Agent acting on unauthorized instruction and the risk of interception and misuse by third parties.

Section 13.15.

Table of Contents, Headings, etc.

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this

Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 13.16. U.S.A. Patriot Act.

In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,

including, without limitation, those relating to the funding of terrorist activities and money laundering, including Section 326 of the USA PATRIOT Act of the United States (“Applicable Law”), the Trustee, the PIK Notes

Collateral Agent and Agents are required to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship with the Trustee, the PIK Notes Collateral Agent and the Agents.

Accordingly, each of the parties agree to provide to the Trustee, the PIK Notes Collateral Agent and the Agents, upon their request from time to time such identifying information and documentation as may be available for such party in order to

enable the Trustee, PIK Notes Collateral Agent and Agents to comply with Applicable Law.

[Signatures on following page]

-107-

Dated as of: May 1, 2026

Beasley Mezzanine Holdings, LLC, as Issuer

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

Guarantors:

Beasley Broadcast Group, Inc.

Beasley Media Group, LLC

Beasley Media Group Licenses, LLC

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

[Beasley – 2027 PIK Notes Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and PIK Notes Collateral Agent

By:

/s/ Iris Munoz

Name:

Iris Munoz

Title:

Vice President

[Beasley – 2027 PIK Notes Indenture]

EX-4.2

Filename: d64747dex42.htm · Sequence: 3

EX-4.2

Exhibit 4.2

Execution Version

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 2026 (this “Supplemental Indenture”), by and among Beasley

Mezzanine Holdings LLC, a Delaware limited liability company (the “Issuer”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as first lien collateral

agent (in such capacity, the “First Lien Collateral Agent”), to that certain Indenture, dated as of October 8, 2024 (as amended, supplemented or otherwise modified to date, including by (i) that certain

Supplemental Indenture dated as of October 30, 2025, by and among the Trustee, First Lien Collateral Agent and Issuer and (ii) that certain Second Supplemental Indenture dated as of November 12, 2025, by and among the Trustee, First

Lien Collateral Agent and Issuer, the “Indenture”), by and among the Issuer, each of the parties identified as a Guarantor on the signature pages thereto (the “Guarantors”), the Trustee and the

First Lien Collateral Agent.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, the Trustee and the First Lien Collateral Agent are party to the Indenture providing for the issuance of

the Issuer’s 11.000% Senior Secured First Lien Notes due 2028 (the “Notes”);

WHEREAS, Section 9.02

of the Indenture provides that, in certain circumstances, the Issuer, the Trustee and the First Lien Collateral Agent may amend or supplement certain provisions of the Indenture and the Notes with the consent of the Holders of a majority in

aggregate principal amount of the then outstanding Notes voting as a single class (the “Requisite Consents”);

WHEREAS, the Issuer has distributed the Offering Memorandum and Consent Solicitation Statement, dated March 20, 2026, as supplemented on

April 1, 2026, April 9, 2026, April 15, 2026, April 22, 2026 and April 27, 2026 (the “Statement”), to the Holders in connection with the solicitation of such Holders’ consents, voting as a

single class (the “Consents”), to certain Proposed Amendments (as defined in Section 2.01 hereof) to the Indenture, as further described in the Statement;

WHEREAS, Holders of 100% in aggregate principal amount of Notes outstanding (with any Notes held by the Issuer or any Subsidiary of the Issuer

being deemed not to be outstanding) have validly tendered, and not validly withdrawn, Consents to the adoption of all of the Proposed Amendments effected by this Supplemental Indenture;

WHEREAS, the Board of Directors of the Issuer has approved the Proposed Amendments and the execution of this Supplemental Indenture;

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously herewith, to the Trustee and the First Lien Collateral Agent,

as applicable, (i) evidence that the Requisite Consents have been received and (ii) the Officer’s Certificate and the Opinion of Counsel described in Sections 9.05, 13.03 and 13.04 of the Indenture with respect to this Supplemental

Indenture;

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of

this Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed; and

WHEREAS, having received the Requisite Consents pursuant to Section 9.02 of the Indenture, the Issuer and the Guarantors desire to amend

the Indenture to effectuate the amendments set forth in Section 2.01 hereto in accordance with the terms set forth in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the parties hereto mutually covenant and agree as follows:

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to

them in the Indenture.

SECTION 1.02. Certain Definitions. Any definitions used exclusively in the provisions of the Indenture

or the Notes that are deleted pursuant to the amendments set forth under this Supplemental Indenture, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all

textual references in the Indenture and the Notes exclusively relating to paragraphs, Sections, Articles or other terms or provisions of the Indenture that have been otherwise deleted pursuant to this Supplemental Indenture are hereby deleted in

their entirety.

ARTICLE TWO

AMENDMENTS

SECTION 2.01. Proposed Amendments Provisions. The Indenture is hereby amended as set forth in this Section 2.01 (such

amendments, the “Proposed Amendments”):

(a)

The Indenture is hereby amended to include the following definitions in Section 1.01 in their proper

alphabetical order and to replace the definitions of any existing defined terms contained in the Indenture with the new definitions for the same defined term provided below, as applicable:

“2027 PIK Notes” means the 10.000% Senior Secured Second Lien PIK Notes due 2027 issued pursuant to the Second Lien

Indenture.

“ABL Agent” means Siena Lending Group LLC, together with its successors and assigns.

“ABL Credit Agreement” means that certain Loan and Security Agreement, dated as of May 1, 2026, by and among

Beasley Media Group, LLC, as borrower, the other Loan Parties (as defined in the ABL Credit Agreement) party thereto from time to time, and the ABL Agent, as lender, as the same may be amended, restated, amended and restated, supplemented or

otherwise modified from time to time, as permitted pursuant to the terms of the ABL Intercreditor Agreement.

“ABL Credit

Facility” means the revolving credit facility pursuant to the ABL Credit Agreement.

“ABL

Documents” means the ABL Credit Agreement and all other loan documents, collateral or security documents, notes, guarantees, instruments and agreements governing or evidencing, or executed or delivered in connection with the ABL Credit

Agreement and securing or guaranteeing the ABL Obligations, as such agreements or instruments may be amended, restated, amended and restated, supplemented, replaced, renewed, refunded, restructured, increased, refinanced or otherwise modified from

time to time as permitted pursuant to the terms of the ABL Intercreditor Agreement.

“ABL Intercreditor

Agreement” means that certain Intercreditor Agreement, dated as of May 1, 2026, by and among the ABL Agent, the First Lien Collateral Agent and the 2027 PIK Notes Collateral Agent (as defined in the ABL Intercreditor Agreement) in

connection with the ABL Credit Facility, and acknowledged by each Loan Party (as defined in the ABL Intercreditor Agreement) thereto, substantially in the form attached as Exhibit E to the Second Lien Indenture, as may be amended, restated, amended

and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and of this Indenture.

“ABL Obligations” means any and all obligations of every nature of

each ABL Loan Party (as defined in the ABL Intercreditor Agreement) from time to time owed to the ABL Secured Parties (as defined in the ABL Intercreditor Agreement) or any of them, under, in connection with, or evidenced or secured by any ABL

Document, including, without limitation, all “Obligations” (as defined in the ABL Credit Agreement), and whether for principal, interest, fees, expenses (including interest, fees, or expenses which, but for the filing of a petition in

bankruptcy with respect to such ABL Loan Party, would have accrued on any ABL Obligation, whether or not a claim is allowed against such ABL Loan Party for such interest, fees, or expenses in the related bankruptcy proceeding), reimbursement of

amounts drawn under letters of credit, indemnification or otherwise, and all other amounts owing or due from any ABL Loan Party under the terms of any ABL Document. For the avoidance of doubt, “ABL Obligations” includes all ABL Priority

Obligations and all ABL Excess Obligations (each term, as defined in the ABL Intercreditor Agreement).

“ABL Priority

Collateral” means all Collateral consisting of the following (all terms except for “FCC License” used in this definition as defined in the ABL Intercreditor Agreement): (a) all Accounts and other Receivables, other than

Accounts and other Receivables which constitute identifiable proceeds of Notes Priority Collateral; (b) cash, Money, cash equivalents and tax refunds (other than, in each case, to the extent constituting proceeds of Notes Priority Collateral);

(c) all (x) Deposit Accounts (other than Notes Priority Accounts) and Money and all cash, checks, other negotiable instruments, funds and other evidences of payments properly held therein, including intercompany indebtedness between or among

the Loan Parties or their Affiliates, to the extent owing in respect of ABL Priority Collateral, (y) Securities Accounts (other than Notes Priority Accounts), Security Entitlements and Securities credited to such a Securities Account (in each

case, other than Equity Interests or Instruments evidencing indebtedness to the extent such indebtedness is not relating to, evidencing or owing in respect of, ABL Priority Collateral (provided that to the extent such Instruments also relate to

Notes Priority Collateral then only the portion thereof relating to ABL Priority Collateral shall be included in ABL Priority Collateral)) and (z) Commodity Accounts (other than Notes Priority Accounts) and Commodity Contracts credited thereto,

and, in each case, all cash, Money, cash equivalents, checks and other property properly held therein or credited thereto (other than Equity Interests or Instruments evidencing indebtedness to the extent such indebtedness is not relating to,

evidencing or owing in respect of, ABL Priority Collateral (provided that to the extent such Instruments also relate to Notes Priority Collateral then only the portion thereof relating to ABL Priority Collateral shall be included in ABL Priority

Collateral)); provided, however, that, subject to the ABL Intercreditor Agreement, to the extent that identifiable proceeds of Notes Priority Collateral are deposited in any such Deposit Accounts, Securities Accounts or Commodities Accounts, such

identifiable proceeds shall be treated as Notes Priority Collateral; (d) together with any of the items referred to in the preceding clauses (a) through (c), the “Current Asset Collateral”; (e) to the extent relating to,

evidencing or governing (x) any of the items referred to in the preceding clauses (a) through (d) constituting ABL Priority Collateral, all Documents, Instruments (including Promissory Notes), Chattel Paper (including Tangible Chattel

Paper and Electronic Chattel Paper), Investment Property and Commercial Tort Claims or (y) any other Current Asset Collateral, General Intangibles (including customer lists but excluding any Intellectual Property and Equity Interests);

provided, that, to the extent any of the foregoing also relates to Notes Priority Collateral, only that portion related to the items referred to in the preceding clauses (a) through (d) shall be included in the ABL Priority Collateral;

(f) to the extent relating to any of the items referred to in the preceding clauses (a) through (e) constituting ABL Priority Collateral, all Supporting Obligations, letters of credit and Letter-of-Credit Rights; provided, that, to the extent any of the foregoing also relates to Notes Priority Collateral only that portion related to the items referred to in the preceding clauses

(a) through (e) shall be included in the ABL Priority Collateral; (g) all books and Records relating to any of the items referred to in the preceding clauses (a) through (f) constituting ABL Priority Collateral (including all books,

databases, customer lists, engineer drawings, and Records, whether tangible or electronic, which contain any information relating to any of the items referred to in the preceding clauses (a) through (f) constituting ABL Priority Collateral but,

in each case, excluding any Intellectual Property); (h) 50% of any business interruption insurance policy and proceeds thereof, calculated as of the date that a business interruption event occurs, including, without limitation, all rights to payment

thereunder; and (i) all collateral security and guarantees

with respect to any of the items referred to in the preceding clauses (a) through (h) constituting ABL Priority Collateral and all cash, Money, cash equivalents, insurance proceeds,

Instruments, Securities and Financial Assets (other than Equity Interests) received as Proceeds of, and any other Proceeds of, any of the items referred to in the preceding clauses (a) through (h) and this clause (i) constituting ABL

Priority Collateral (“ABL Priority Proceeds”). For the avoidance of doubt, the ABL Priority Collateral shall not include any FCC Licenses.

“Equity Conversion” means the conversion of all outstanding 2027 PIK Notes into Equity Interests of Parent in

accordance with the terms of the Second Lien Indenture (as in effect on May 1, 2026).

“Intercreditor

Agreements” means, collectively, the ABL Intercreditor Agreement and the Notes Intercreditor Agreement.

“Notes

Collateral Agents” means, collectively, the First Lien Collateral Agent and the PIK Notes Collateral Agent.

“Notes Intercreditor Agreement” means that certain Amended and Restated Intercreditor and Subordination Agreement,

dated as of May 1, 2026, by and among the First Lien Collateral Agent, the Second Lien Collateral Agent, and solely with respect to Section 2.01(2) thereof, the Existing Notes Trustee (as defined in the Notes Intercreditor Agreement) and

acknowledged and agreed to by the Issuer and the other grantors party thereto, substantially in the form attached as Exhibit F to the Second Lien Indenture, as may be amended, restated, amended and restated, supplemented or otherwise modified from

time to time in accordance with the terms thereof and of this Indenture.

“Notes Priority Collateral” means all

Collateral (other than ABL Priority Collateral and ABL Priority Proceeds) and including, without limitation, the following (all terms used in this definition as defined in the ABL Intercreditor Agreement): (a) all equity interests of the Issuer and

all equity interests directly held by the Issuer or any Notes Guarantor in any Subsidiary; (b) all Equipment, Fixtures, Real Property, Intellectual Property, intercompany indebtedness between or among the Loan Parties or their Affiliates,

except to the extent constituting ABL Priority Collateral, and Investment Property (other than any Investment Property constituting ABL Priority Collateral); (c) except to the extent constituting ABL Priority Collateral, all Instruments, Documents

and General Intangibles (including contract rights); (d) 50% of any business interruption insurance policy and proceeds thereof, calculated as of the date that a business interruption event occurs, including, without limitation, all rights to

payment thereunder; (e) Notes Priority Accounts; and (f) all collateral security and guarantees with respect to any of the foregoing items referred to in the preceding clauses (a) through (e) constituting Notes Priority Collateral and

all cash, Money, cash equivalents, insurance proceeds, Instruments, Securities and Financial Assets received as Proceeds of, and any other Proceeds of, any of the foregoing items referred to in the preceding clauses (a) through (e) and this

clause (f) constituting Notes Priority Collateral, other than the ABL Priority Collateral or any ABL Priority Proceeds.

“PIK Notes Collateral Agent” means Wilmington Trust, National Association, in its capacity as collateral agent under

the Second Lien Debt Documents with respect to the Second Lien Indenture, or any successor thereto in such capacity.

“Second

Lien Indenture” means that certain Indenture, dated as of May 1, 2026, under which the 2027 PIK Notes were issued, as amended and supplemented.

(b)

The Indenture is hereby amended to amend and restate the definition of “Additional Second Lien

Obligations” with the following:

““Additional Second Lien Obligations” means any Obligations

permitted to be incurred and permitted to be secured by the Collateral on a pari passu basis to any Obligations under the Second Lien Indenture and any other then-existing Second Lien Debt Documents.”

(c)

The Indenture is hereby amended to add the following proviso at the end of the definition of “Change of

Control”:

“provided, further, that notwithstanding the foregoing, a “Change of

Control” shall not be deemed to have occurred solely as a result of the consummation of an Equity Conversion.”

(d)

The Indenture is hereby amended to replace the words “plus any amounts outstanding under any Receivables

Facility” with the words “including any amounts outstanding under the ABL Credit Facility” in clause (1) of each of the definitions of “Consolidated Net Leverage Ratio” and “Consolidated Net Secured Leverage

Ratio”.

(e)

The Indenture is hereby amended to add the words “, including, without limitation, the First Lien Debt

Documents (as defined below)” at the end of the first definition of “First Lien Debt Documents.”

(f)

The Indenture is hereby amended to add the words “and the letter agreement, dated as of April 27,

2026, by and among the Issuer and Brigade Capital Management, LP” at the end of the second definition of “First Lien Debt Documents.”

(g)

The Indenture is hereby amended to amend and restate the definition of “Net Proceeds” with the

following:

““Net Proceeds” means the aggregate cash proceeds and the fair market value of any

Cash Equivalents received by Parent or any of its Restricted Subsidiaries in respect of any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated

Non-Cash Consideration, limited to legal, accounting and investment banking fees, brokerage and sales commissions, taxes paid or payable as a result thereof (after taking into account any available tax credits

or deductions and any tax sharing arrangements) and any deduction of appropriate amounts to be provided by Parent or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed

of in such transaction and retained by Parent or any of its Restricted Subsidiaries after such sale or other disposition thereof, solely related to pension, severance and other post-employment benefit liabilities; provided that, the calculation of

Net Proceeds will be provided to the Initial Supporting Holders (as defined in the TSA) at least seven Business Days prior to the date the Notes are to be prepaid or redeemed, and such calculation shall be reasonably satisfactory to the Initial

Supporting Holders.”

(h)

The Indenture is hereby amended to delete clause (17) of the definition of “Permitted Liens”

in its entirety and replace it with the following:

“(17) Liens securing the ABL Obligations; provided

that, any such Liens on the Notes Priority Collateral shall be subordinated to the Liens securing the First Lien Obligations pursuant to the ABL Intercreditor Agreement;”

(i)

The Indenture is hereby amended to delete clause (35) of the definition of “Permitted Liens”

in its entirety and replace it with the following:

“(35) Liens securing the 2027 PIK Notes; provided that

such Liens (i) may only encumber Collateral and (ii) shall be junior in priority to the Liens securing the First Lien Obligations pursuant to the Notes Intercreditor Agreement.”

(j)

The Indenture is hereby amended to add “Notes” before the words “Intercreditor

Agreement” in the definition of “Second Lien.”

(k)

The Indenture is hereby amended to delete the definition of “Second Lien Agent” and replace it with

(all references in the Indenture to “Second Lien Agent” shall be replaced with “Second Lien Collateral Agent”):

““Second Lien Collateral Agent” means (i) in the case of Obligations under the Second Lien Indenture, the

PIK Notes Collateral Agent and (ii) in the case of any Additional Second Lien Obligations, the collateral agent, administrative agent, trustee or other representative (as applicable) under such Additional Second Lien Obligations, named in the

applicable joinder to the Notes Intercreditor Agreement, in each case, together with its successors in such capacity.”

(l)

The Indenture is hereby amended to amend and restate the definition of “Second Lien Obligations”

with the following:

““Second Lien Obligations” means the 2027 PIK Notes, the guarantees

thereof, the other 2027 PIK Notes Obligations (as defined in the Second Lien Indenture), and Additional Second Lien Obligations secured by the Collateral on a pari passu basis (without regard to control or remedies) with the 2027 PIK Notes,

provided that in the case of any Additional Second Lien Obligations, the applicable Second Lien Collateral Agent becomes a party to the Notes Intercreditor Agreement.”

(m)

The Indenture is hereby amended to (i) add the words “Amended and Restated” before

“Transaction Support Agreement” and (ii) replace the words “on or about the date hereof” with “April 27, 2026”, in each case, in the definition of “TSA.”

(n)

The Indenture is hereby amended to delete the definitions of “Discharge of Junior Lien

Obligations,” “Discharge of Second Lien Obligations,” “Junior Capital,” “Junior Lien,” “Junior Lien Collateral Agent,” “Junior Lien Debt,” “Junior Lien Debt Documents,”

“Junior Lien Obligations,” “Receivables Facility,” “Receivables Fees” and “Receivables Subsidiary”.

(o)

Each of the following provisions of the Indenture is hereby deleted in its entirety and replaced with

“[Reserved]”: clause (j) of the definition of “Asset Sale”; clause (1)(h) of the definition of “EBITDA”; clause (10) of the definition of “Excluded Property”; clause (ii) of the

definition of “Excluded Subsidiary”; clause (14) of the definition of “Permitted Investments”; clause (11) of Section 6.01(a); and clause (1)(C) of Section 10.06.

(p)

The following provisions of the Indenture are hereby amended as follows:

(i)

Clause (1)(z) of the definition of “Consolidated Interest Expense” is hereby amended by replacing

the words “any Receivables Facility” with “the ABL Credit Facility.”

(ii)

Clause 7(D) of the definition of “Excluded Property” is hereby deleted.

(iii)

Clause (c) of the proviso at the end of the definition of “Indebtedness” is hereby deleted.

(iv)

Clause (4) of the definition of “Pro Forma Basis” is hereby amended by deleting the words

“or a Receivables Facility.”

(v)

Clause (13) of Section 4.08(b) is hereby deleted in its entirety and replaced with: “(13)

restrictions created in connection with the ABL Credit Facility that, in the good faith determination of Parent, are necessary or advisable to effect such ABL Credit Facility.”

(vi)

Clause (8) of Section 4.12(b) is hereby deleted in its entirety and replaced with: “(8)

transactions under or in connection with the ABL Documents;”

(q)

Except as otherwise set forth herein, the Indenture is hereby amended to replace each reference to “the

Intercreditor Agreement” with “the Intercreditor Agreements”.

(r)

The third paragraph of Section 4.01 of the Indenture is hereby deleted in its entirety and replaced with

the following:

“If the 2027 PIK Notes mature (whether on their scheduled maturity date or on any “Springing

Maturity Date” (as defined in the Second Lien Indenture (as in effect on May 1, 2026))) on a date prior to August 1, 2028, then the Notes shall mature on such date, and the outstanding principal amount of, and all accrued and unpaid

interest with respect to, all Notes shall become payable on such date (the “Springing Maturity Condition”); provided that the Springing Maturity Condition shall not apply and shall be of no force or effect if an “Equity Conversion

Election” (as defined in the Second Lien Indenture (as in effect on May 1, 2026)) has been made and has not been rescinded or otherwise terminated prior to such date. The Issuer shall cause notice of the occurrence of the Springing

Maturity Condition to be delivered to the Trustee and the Holders of the Notes upon the occurrence of the Springing Maturity Condition, and in advance of making the payment on the Notes on the new maturity date. The Trustee shall have no duty to

monitor the conditions giving rise to, or independently determine or verify whether the Springing Maturity Condition has occurred. The Trustee shall have no liability to the Issuer, any Holder or any other Person for any delays caused by allocation

of any maturity date payment in the absence of timely notice delivered in accordance with the Trustee and the Depositary’s procedures.”

(s)

The Indenture is hereby amended to delete clause (7) of Section 4.07(b) in its entirety and replace

with the following:

“(7) distributions or payments of fees and other amounts payable under the ABL

Documents;”

(t)

The Indenture is hereby amended to add the words “, the 2027 PIK Notes or the ABL Credit Facility”

immediately following the words “any Refinancing Indebtedness with respect thereto” in Section 4.09.

(u)

The Indenture is hereby amended to replace the words “on the Issue Date” in sub-clause (ii) of clause (2) of Section 4.10(b) with “as of May 1, 2026”.

(v)

The Indenture is hereby amended to add the following new sub-clause

(iii) to clause (2) of Section 4.10(b):

“and (iii) the 2027 PIK Notes (including any guarantee

thereof) in an aggregate principal amount (including any additional amounts due to payment of interest in kind with respect thereto) outstanding on May 1, 2026, as such amount is reduced pursuant to repayment, repurchase or otherwise, in each

case after May 1, 2026;”

(w)

The Indenture is hereby amended to delete the following language from clause (12)(a) of Section 4.10(b):

“any Refinancing Indebtedness of clause (22) of this Section 4.10(b) shall reduce the amount available

under such clause (22) so long as such Refinancing Indebtedness remains outstanding and any Refinancing Indebtedness of clause (22) must comply with all requirements set forth in the definition of “Junior Capital””.

(x)

The Indenture is hereby amended to delete clause (17) of Section 4.10(b) in its entirety and replace

it with the following:

“(17) Indebtedness of Parent, the Issuer and the Guarantors under the ABL Credit Facility

in an aggregate principal amount at any one time outstanding not to exceed $35.0 million; provided that, until the Notes have been repaid in full, the use of proceeds from the ABL Credit Facility shall be limited to (i) the

repayment of the Notes at par and the payment of any interest due in respect of the Notes and (ii) working capital;”

(y)

The Indenture is hereby amended to delete clause (22) of Section 4.10(b) in its entirety.

(z)

The Indenture is hereby amended to delete clause (2) of Section 4.11(a) in its entirety and replace

it with the following:

“except in the case of a Permitted Asset Swap, (x) in any such Asset Sale with a

purchase price in excess of $1.0 million, at least 90% of the aggregate consideration therefor received by Parent or any such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents and (y) in any such Asset

Sale with a purchase price less than or equal to $1.0 million and at least 90% of the aggregate consideration therefor, together with all other Asset Sales since the Issue Date (on a cumulative basis), received by Parent or any such Restricted

Subsidiary, as the case may be, is in the form of cash or Cash Equivalents”

(aa)

The Indenture is hereby amended to delete clause (1) of Section 4.11(b) in its entirety and replace

it with the following:

“(1) to reduce, redeem or repurchase:

(A) to the extent such Net Proceeds are received during the first six months following May 1, 2026 and solely to the

extent required under the ABL Intercreditor Agreement, Obligations under the ABL Credit Facility in an aggregate amount not to exceed $5.0 million;

(B) the Notes;

available for the sale of ABL Priority Collateral; or

(D) solely in the event the Net Proceeds are to be applied to

Swap.”

(bb)

The Indenture is hereby amended to delete clauses (c), (d), (e), (f), (g) and (h) of Section 4.11 in

their entirety.

(cc)

The Indenture is hereby amended to delete the third paragraph of Section 4.13 in its entirety and replace

it with the following:

“The foregoing shall not apply to Liens securing the Notes and the related Guarantees in an

aggregate principal amount outstanding on the Issue Date or the 2027 PIK Notes and the related guarantees thereof in an aggregate principal amount permitted under Section 4.10(b)(2)(iii).”

(dd)

The Indenture is hereby amended to delete clause (12) of Section 6.01(a) in its entirety and replace

it with the following:

“(12) failure by Parent or any Restricted Subsidiary for five Business Days after receipt

of written notice given by the Initial Supporting Holders (as defined in the TSA) to comply with any of its obligations, covenants or agreements contained in Section 8 of the TSA.”

(ee)

The Indenture is hereby amended to delete 12.01(o) in its entirety and replace with the following:

“(o) If the Issuer or any Guarantor (i) incurs any obligations in respect of First Lien Obligations or ABL

Obligations at any time when the applicable Intercreditor Agreement is not in effect or at any time when the obligations entitled to the benefit of such Intercreditor Agreement are concurrently retired, and (ii) delivers to the First Lien

Collateral Agent an Officer’s Certificate so stating and requesting the First Lien Collateral Agent to enter into the applicable Intercreditor Agreement(s) in favor of a designated agent or representative for the holders of the First Lien

Obligations or ABL Obligations so incurred, the First Lien Collateral Agent shall (and is hereby authorized and directed to) enter into such Intercreditor Agreement (at the sole expense and cost of the Issuer, including legal fees and expenses of

the Trustee and the First Lien Collateral Agent), bind the Holders on the terms set forth therein and perform and observe its obligations thereunder.”

(ff)

The Indenture is hereby amended to replace the words “(other than the Applicable Collateral Agent (as

defined in the Intercreditor Agreement))” in Section 12.05 with “(other than the Notes Collateral Agents and the ABL Agent)”.

(gg)

The face of the form of Note attached as Exhibit A to the Indenture is hereby amended by deleting the words

“or, if the Springing Maturity Condition has occurred, November 3, 2025” and replacing them with the following: “or, if the Springing Maturity Condition has occurred, on such earlier date as is specified in the notice

delivered to the Trustee and the Holders pursuant to Section 4.01 of the Indenture.”

(hh)

The Indenture is hereby amended to replace Exhibit E to the Indenture in its entirety with the form of ABL

Intercreditor Agreement as attached hereto as Annex I.

(ii)

The Indenture is hereby amended to the added the form of Notes Intercreditor Agreement attached hereto as Annex

II, as Exhibit F to the Indenture.

ARTICLE THREE

MISCELLANEOUS

SECTION 3.01. Effective Date of this Supplemental Indenture. This Supplemental Indenture shall become effective and the Proposed

Amendments shall become operative, in each case, upon execution and delivery hereof by the parties hereto. The Issuer shall notify the Trustee and First Lien Collateral Agent in writing (which may be by email) upon the Proposed Amendments becoming

operative.

SECTION 3.02. Reference to and Effect on the Indenture. On and after the effective date, each reference in the

Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” (and all references to the Indenture in any other agreements, documents or instruments) shall mean and be a reference to the Indenture

as amended and supplemented by this Supplemental Indenture, unless the context otherwise requires. The Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument. Except

as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

SECTION 3.03. Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the

parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 3.04. Governing Law. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND ANY

GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.05. Waiver of Jury

Trial. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND THE FIRST LIEN COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR

RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 3.06. Severability. In

case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 3.07. Successors. All agreements of the Issuer in this Supplemental Indenture and the Notes shall bind its successors. All

agreements of the Trustee or the First Lien Collateral Agent in this Supplemental Indenture shall bind its successors.

SECTION 3.08.

Trustee Disclaimer; Trust. The recitals contained in this Supplemental Indenture shall be taken as the statements of the Issuer, and the Trustee and the First Lien Collateral Agent assume no responsibility for their correctness. The Trustee

and the First Lien Collateral Agent are executing this Supplemental Indenture pursuant to the Requisite Consents, which consent is deemed a direction to the Trustee and the First Lien Collateral Agent to execute and deliver this Supplemental

Indenture, and in reliance on the Officer’s Certificate and Opinion of Counsel delivered to them concurrently herewith. The Trustee and the First Lien Collateral Agent make no representations as to the validity or sufficiency of this

Supplemental Indenture. The Trustee accepts the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby. To the extent that

the consents of Holders of Notes to any amendment effected by this Supplemental Indenture are determined by a court of competent jurisdiction to have not been validly obtained in accordance with the Indenture or applicable laws, such amendments

shall be deemed to have not occurred.

SECTION 3.09. Counterpart Originals. The parties may sign any number of copies of this

Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic

transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. One signed copy is enough to prove this Supplemental Indenture. Unless otherwise provided herein or in any other

related document, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this Supplemental Indenture,

any other related document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which

shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as provided for in any applicable law, including the

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act; provided that, notwithstanding anything

herein to the contrary, neither the Trustee nor the First Lien Collateral Agent is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Trustee or the First Lien Collateral

Agent pursuant to reasonable procedures approved by the Trustee or the First Lien Collateral Agent, as applicable. The Issuer agrees to assume all risks arising out of the use of digital signatures and electronic methods to submit communications to

the Trustee or the First Lien Collateral Agent, including, without limitation, the risk of the Trustee or the First Lien Collateral Agent acting on unauthorized instruction and the risk of interception and misuse by third parties.

SECTION 3.10. Table of Contents, Headings, etc. The headings of the Articles and Sections of this Supplemental Indenture have been

inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed all as of the date hereof.

Issuer:

BEASLEY MEZZANINE HOLDINGS, LLC

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive

Officer

[Beasley – Supplemental Indenture]

Trustee:

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

By:

/s/ Iris Munoz

Name: Iris Munoz

Title: Vice President

First Lien Collateral Agent:

WILMINGTON TRUST, NATIONAL ASSOCIATION

as First Lien Collateral Agent

By:

/s/ Iris Munoz

Name: Iris Munoz

Title: Vice President

[Beasley – Supplemental Indenture]

ANNEX I

Exhibit E

[FORM OF ABL

INTERCREDITOR AGREEMENT]

ANNEX II

Exhibit F

[FORM OF NOTES

INTERCREDITOR AGREEMENT]

EX-4.3

Filename: d64747dex43.htm · Sequence: 4

EX-4.3

Exhibit 4.3

Execution Version

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE, dated as of May 1, 2026 (this “Supplemental Indenture”), by and among Beasley

Mezzanine Holdings LLC, a Delaware limited liability company (the “Issuer”) and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) and as second lien collateral

agent (in such capacity, the “Second Lien Collateral Agent”), to that certain Indenture, dated as of October 8, 2024 (as amended, supplemented or otherwise modified to date, including by (i) that certain

Supplemental Indenture dated as of October 30, 2025, by and among the Trustee, Second Lien Collateral Agent and Issuer and (ii) that certain Second Supplemental Indenture dated as of November 12, 2025, by and among the Trustee, Second

Second Lien Collateral Agent.

W I T N E S S E T H:

WHEREAS, the Issuer, the Guarantors, the Trustee and the Second Lien Collateral Agent are party to the Indenture providing for the issuance of

the Issuer’s 9.200% Senior Secured Second Lien Notes due 2028 (the “Notes”);

WHEREAS, Section 9.02

of the Indenture provides that, in certain circumstances, the Issuer, the Trustee and the Second Lien Collateral Agent may amend or supplement certain provisions of the Indenture and the Notes with the consent of the Holders of a majority in

aggregate principal amount of the then outstanding Notes voting as a single class (the “Requisite Consents”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture and the Security Documents may be amended by the Issuer, the Trustee

and the Second Lien Collateral Agent with the consent of the Holders of at least 662/3% in aggregate principal amount of Notes then

outstanding (the “Collateral Release Requisite Consents”) with the effect of releasing all or substantially all of the Collateral from the Liens securing the Notes (collectively, the “Collateral

Release”);

WHEREAS, the Issuer has distributed the Offering Memorandum and Consent Solicitation Statement, dated

March 20, 2026, as supplemented on April 1, 2026, April 9, 2026, April 15, 2026, April 22, 2026 and April 27, 2026 (the “Statement”), to the Holders in connection with the solicitation of such

Holders’ consents, voting as a single class (the “Consents”), to certain Proposed Amendments (as defined in Section 2.01 hereof) to the Indenture, Collateral Amendments (as defined in Section 2.03 hereof) to

the Indenture and to the Collateral Release, each as further described in the Statement;

WHEREAS, Holders of approximately 99.5% in

aggregate principal amount of Notes outstanding (with any Notes held by the Issuer or any Subsidiary of the Issuer being deemed not to be outstanding) have validly tendered, and not validly withdrawn, Consents to the adoption of all of the Proposed

Amendments and Collateral Amendments effected by this Supplemental Indenture and to the Collateral Release in accordance with the provisions of the Indenture;

WHEREAS, the Board of Directors of the Issuer has approved the Proposed Amendments and Collateral Amendments, the execution of this

Supplemental Indenture and the Collateral Release;

WHEREAS, the Issuer has heretofore delivered, or is delivering contemporaneously

herewith, to the Trustee and the Second Lien Collateral Agent, as applicable, (i) evidence that the Requisite Consents and the Collateral Release Requisite Consents have been received and (ii) the Officer’s Certificate and the

Opinion of Counsel described in Sections 9.05, 12.10(c), 13.03 and 13.04 of the Indenture with respect to this Supplemental Indenture and the Collateral Release;

WHEREAS, all other acts and proceedings required by law and the Indenture necessary to authorize the execution and delivery of this

Supplemental Indenture and to make this Supplemental Indenture a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have been complied with or have been duly done or performed;

WHEREAS, having received the Requisite Consents pursuant to Section 9.02 of the

Indenture, the Issuer and the Guarantors desire to amend the Indenture to effectuate the Proposed Amendments in accordance with the terms set forth in the Indenture; and

WHEREAS, having received the Collateral Release Requisite Consents pursuant to Sections 9.02 and 12.10 of the Indenture, the Issuer and the

Guarantors desire to effectuate the Collateral Release and the Collateral Amendments in accordance with the terms set forth in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,

the parties hereto mutually covenant and agree as follows:

ARTICLE ONE

DEFINED TERMS

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without being defined herein shall have the meanings assigned to

them in the Indenture.

SECTION 1.02. Certain Definitions. Any definitions used exclusively in the provisions of the Indenture

their entirety.

ARTICLE TWO

AMENDMENTS

SECTION 2.01. Deletion of Proposed Amendment Provisions. The Indenture is hereby amended to delete the following sections in their

entirety (such deletions, together with the amendment listed in Section 2.02 hereof, the “Proposed Amendments”), and, in the case of each such section, other than as expressly provided below, insert in lieu thereof the

phrase “[Intentionally Omitted]”, and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default

related thereto, are hereby deleted throughout the Indenture, and such sections and references shall be of no further force or effect.

(a)

Section 4.03 entitled “Reports and Other Information.”, other than the last paragraph thereof,

which shall remain and constitute the entirety of the new Section 4.03.

(b)

Section 4.04 entitled “Compliance Certificate.”

(c)

Section 4.06 entitled “Stay, Extension and Usury Laws.”

(d)

Section 4.07 entitled “Limitation on Restricted Payments.”

(e)

Section 4.08 entitled “Dividend and Other Payment Restrictions Affecting Restricted

Subsidiaries.”

(f)

Section 4.09 entitled “Additional Subsidiary Guarantees.”

(g)

Section 4.10 entitled “Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

and Preferred Stock.”

(h)

Section 4.11 entitled “Asset Sales.”

(i)

Section 4.12 entitled “Transactions with Affiliates.”

(j)

Section 4.13 entitled “Liens.”

(k)

Section 4.14 entitled “Existence.”

(l)

Section 4.15 entitled “Offer to Repurchase upon Change of Control.”

(m)

Section 5.01 entitled “Merger, Consolidation, or Sale of All or Substantially All Assets.”,

other than clause (a)(2) thereof, which shall remain and constitute the entirety of the new Section 5.01.

(n)

Section 6.01(a) entitled “Events of Default.”, other than clauses (a)(1), (a)(2), (a)(6),

(a)(7) and (a)(8) thereof, which shall remain and constitute the entirety of the new Section 6.01(a).

SECTION 2.02. Addition of Proposed Amendments Provision. The Indenture is hereby amended to insert the following as a new clause

Section 6.01(a) hereof, such acceleration and its consequences shall be automatically rescinded upon the depositing of the defaulted interest with the Trustee pursuant to Section 2.12 hereof, including interest on defaulted interest, on or

with respect to the Notes which caused the applicable Event of Default (except if such rescission would conflict with any judgment of a court of competent jurisdiction).

SECTION 2.03. Deletion of Collateral Amendment Provisions. The Indenture is hereby amended to delete the following

sections in their entirety (such deletions, the “Collateral Amendments”), and, in the case of each such section, except as expressly provided below, insert in lieu thereof the phrase “[Intentionally Omitted]”,

and any and all references thereto (including any definitions the references to which would be eliminated as a result of such deletions), and any and all obligations thereunder, and any events of default related thereto, are hereby deleted

throughout the Indenture, and such sections and references shall be of no further force or effect.

(a)

Article XII entitled “Security and Collateral,” other than Section 12.01, which shall remain

and constitute the entirety of the new Article XII.

ARTICLE THREE

COLLATERAL RELEASE

SECTION 3.01. Approval of Amendments to, Restatements of or Termination of Certain Security Documents. Notwithstanding anything to

the contrary, any amendments to, restatements of, or termination of, as applicable, the Security Documents and any related documents, including, but not limited to, any acknowledgements, side-letters, joinders and other agreements, in order to

effectuate all of the transactions contemplated by the Collateral Release shall be permitted under the Indenture and shall be executed and delivered at the time and date at which the Notes representing the Collateral Release Requisite Consents that

are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Statement. The Trustee and Second Lien Collateral Agent are expressly authorized and

directed to execute, deliver and/or authorize the filing of such documents and instruments as reasonably requested by the Issuer to give effect to the Collateral Release.

ARTICLE FOUR

MISCELLANEOUS

SECTION 4.01. Effective Date of this Supplemental Indenture. Notwithstanding that this Supplemental Indenture shall be effective

upon the execution and delivery thereof by the parties hereto, (i) the Proposed Amendments shall become operative only at the time and date at which the Notes representing the Requisite Consents that are validly tendered (and not validly

withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Statement, and (ii) the Collateral Amendments and the Collateral Release shall become operative only at the time and date

at which the Notes representing the Collateral Release Requisite Consents that are validly tendered (and not validly withdrawn) are accepted for exchange by the Issuer pursuant to, and subject to the terms and conditions set forth in, the Statement.

The Issuer shall notify the Trustee and Second Lien Collateral Agent in writing (which may be by email) upon the Proposed Amendments and Collateral Amendments becoming operative.

SECTION 4.02. Reference to and Effect on the Indenture. On and after the

effective date, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” (and all references to the Indenture in any other agreements, documents or instruments) shall

mean and be a reference to the Indenture as amended and supplemented by this Supplemental Indenture, unless the context otherwise requires. The Indenture, as amended and supplemented by this Supplemental Indenture, shall be read, taken and construed

as one and the same instrument. Except as specifically amended above, the Indenture shall remain in full force and effect and is hereby ratified and confirmed and every Holder of Notes heretofore or hereafter authenticated and delivered shall be

bound hereby.

SECTION 4.03. Third Parties. Nothing in this Supplemental Indenture, express or implied, shall give to any

Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 4.04. Governing Law. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.05. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS,

THE TRUSTEE AND THE SECOND LIEN COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE

NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 4.06. Severability. In case any provision in this Supplemental

Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4.07. Successors. All agreements of the Issuer in this Supplemental Indenture and the Notes shall bind its successors. All

agreements of the Trustee or the Second Lien Collateral Agent in this Supplemental Indenture shall bind its successors.

SECTION 4.08. Trustee Disclaimer; Trust. The recitals contained in this Supplemental Indenture shall be taken as the statements of

the Issuer, and the Trustee and the Second Lien Collateral Agent assume no responsibility for their correctness. The Trustee and the Second Lien Collateral Agent make no representations as to the validity or sufficiency of this Supplemental

Indenture. The Trustee and the Second Lien Collateral Agent are executing this Supplemental Indenture and such other documents or instruments necessary to give effect to the Collateral Release pursuant to the Requisite Consents and the Collateral

Release Requisite Consents, which consents are deemed a direction to the Trustee and the Second Lien Collateral Agent to execute and deliver this Supplemental Indenture, and in reliance on the Officer’s Certificate and Opinion of Counsel

delivered to them concurrently herewith. The Trustee accepts the trust created by the Indenture, as supplemented by this Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented hereby.

To the extent that the consents of Holders of Notes to any amendment effected by this Supplemental Indenture are determined by a court of competent jurisdiction to have not been validly obtained in accordance with the Indenture or applicable laws,

such amendments shall be deemed to have not occurred.

SECTION 4.09. Counterpart Originals. The parties may sign any number of

copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile or

other electronic transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof. One signed copy is enough to prove this Supplemental Indenture. Unless otherwise provided herein

or in any other related document, the words “execute”, “execution”, “signed”, and “signature” and words of similar import used in or related to any document to be signed in connection with this

Supplemental Indenture, any other related document or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed to include electronic signatures and the keeping of records in

electronic form,

each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest

extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform

Electronic Transactions Act; provided that, notwithstanding anything herein to the contrary, neither the Trustee nor the Second Lien Collateral Agent is under any obligation to agree to accept electronic signatures in any form or in any format

unless expressly agreed to by the Trustee or the Second Lien Collateral Agent pursuant to reasonable procedures approved by the Trustee or the Second Lien Collateral Agent, as applicable. The Issuer agrees to assume all risks arising out of the use

of digital signatures and electronic methods to submit communications to the Trustee or the Second Lien Collateral Agent, including, without limitation, the risk of the Trustee or the Second Lien Collateral Agent acting on unauthorized instruction

and the risk of interception and misuse by third parties.

SECTION 4.10. Table of Contents, Headings, etc. The Table of

Contents, Cross-Reference Table and headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify

or restrict any of the terms or provisions hereof.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly

executed all as of the date hereof.

Issuer:

BEASLEY MEZZANINE HOLDINGS, LLC

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

[Beasley – Supplemental Indenture (Existing Second Lien Notes)]

Trustee:

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Trustee

By:

/s/ Iris Munoz

Name: Iris Munoz

Title: Vice President

Second Lien Collateral Agent:

WILMINGTON TRUST, NATIONAL ASSOCIATION

as Second Lien Collateral Agent

By:

/s/ Iris Munoz

Name: Iris Munoz

Title: Vice President

[Beasley – Supplemental Indenture (Existing Second Lien Notes)]

EX-10.1

Filename: d64747dex101.htm · Sequence: 5

EX-10.1

Exhibit 10.1

Execution Version

THIS AMENDED AND

RESTATED TRANSACTION SUPPORT AGREEMENT IS NOT AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OR SECTION 1126 OF THE BANKRUPTCY CODE. ANY SUCH OFFER

OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE.

AMENDED AND RESTATED

TRANSACTION SUPPORT AGREEMENT

This Amended and Restated Transaction Support Agreement (together with the exhibits, annexes, and

schedules attached hereto in accordance with Section 14(p) hereof, this “Agreement”), dated as of April 27, 2026 (the “Execution Date”), amends and restates, in its entirety, that certain

Transaction Support Agreement, dated March 20, 2026 and headed “Transaction Support Agreement” executed by and among (i) Beasley Broadcast Group, Inc. (“Beasley”), on behalf of itself and its direct and

indirect subsidiaries listed in Exhibit A to this Agreement (collectively, including Beasley, the “Company Parties”) that have executed and delivered counterpart signature pages to this Agreement to Cahill

Gordon & Reindel LLP (“Cahill”) as counsel to the Initial 1L Supporting Holder (as defined below) and Gibson, Dunn & Crutcher LLP (“Gibson Dunn”) as counsel to the Initial 2L Supporting Holder

(as defined below), as applicable, (ii)(a) the holders (or beneficial holders) of, or nominees, investment managers, investment advisors, or subadvisors to funds and/or accounts that hold, or trustees of trusts that hold, outstanding Existing 1L

Notes Claims1 (the “1L Supporting Holder”) and (b) the holders (or beneficial holders) of, or nominees, investment managers, investment advisors, or subadvisors to funds

and/or accounts that hold, or trustees of trusts that hold, outstanding Existing 2L Notes Claims2 (the “2L Supporting Holder” and, together with the 1L Supporting Holder, the

“Supporting Holders”) listed in Schedule 1 hereto that have executed and delivered counterpart signature pages to this Agreement or a Joinder3 (as applicable) to

counsel to the Company Parties, and (iii) Caroline Beasley (as a signatory to this Agreement solely for the purposes of Sections 8(f) and 8(l)) (the “Original Transaction Support Agreement”). The Original

Transaction Support Agreement is automatically superseded as of the date hereof without the need for any further notice. The Company Parties and the Supporting Holders are referred to herein individually as a “Party” and

collectively as the “Parties.”

“Existing 1L Notes Claims” means all claims arising under or related to the Existing First

Lien Notes (as defined below) pursuant to the Existing 1L Indenture (as defined below), including an aggregate principal amount of approximately $31,000,000 of outstanding Existing First Lien Notes under the Existing 1L Indenture and any accrued but

unpaid fees and interest, as applicable, in respect thereof.

“Existing 2L Notes Claims” means all claims arising under or related to the Existing Second

Lien Notes (as defined below) pursuant to the Existing 2L Indenture (as defined below), including an aggregate principal amount of approximately $185,000,000 of outstanding Existing Second Lien Notes under the Existing 2L Indenture and any accrued

but unpaid fees and interest, as applicable, in respect thereof.

“Joinder” means a joinder to this Agreement substantially in the form attached to this

Agreement as Exhibit E providing, among other things, that such entity or person signatory thereto is bound by the terms of this Agreement to the extent provided therein. For the avoidance of doubt, any party that executes a Joinder

shall be a “Party” under this Agreement to the extent provided therein.

RECITALS

WHEREAS, Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly-owned subsidiary of Beasley, previously entered into

(i) that certain Indenture, dated as of October 8, 2024, by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “1L Trustee”) and first lien notes collateral

agent (the “1L Collateral Agent”) (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Existing 1L Indenture”) and

(ii) that certain Indenture, dated as of October 8, 2024, by and among the Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “2L Trustee,” and together with the 1L Trustee,

the “Existing Trustees”) and notes collateral agent (the “2L Collateral Agent,” and together with the 1L Collateral Agent, the “Existing Collateral Agents”) (as amended, restated, amended and

restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Existing 2L Indenture,” and together with the Existing 1L Indenture, the “Existing Indentures”);

WHEREAS, as of the date hereof, (i) the 1L Supporting Holder holds approximately 98.7% of the aggregate outstanding principal amount

(excluding those held by affiliates as provided under the Existing 1L Indenture) of the 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes”) issued pursuant to the Existing 1L Indenture and

(ii) the 2L Supporting Holder holds approximately 76.5% of the aggregate outstanding principal amount (excluding those held by affiliates as provided under the Existing 2L Indenture) of the 9.200% Senior Secured Second Lien Notes due 2028 (the

“Existing Second Lien Notes,” and together with the Existing First Lien Notes, the “Existing Notes”) issued pursuant to the Existing 2L Indenture;

WHEREAS, the Parties have agreed to support and pursue, among other things, transactions described in this Agreement, that certain exchange

offer memorandum and solicitation statement attached as Exhibit B hereto (the “Exchange Offer Memorandum”) dated on or about the date hereof (as may be amended, restated, amended and restated, supplemented, or

otherwise modified from time to time in accordance with the terms herein or therein, including (i) that certain supplement to the Exchange Offer Memorandum, dated as of April 1, 2026, (ii) that certain supplement No. 2 to the

Exchange Offer Memorandum, dated as of April 9, 2026, (iii) that certain supplement No. 3 to the Exchange Offer Memorandum, dated as of April 15, 2026, (iv) that certain supplement No. 4 to the Exchange Offer

Memorandum, dated as of April 22, 2026 and (v) that certain supplement No. 5 to the Exchange Offer Memorandum, dated as of April 27, 2026), consisting of (a) the Company Parties’ incurrence of a

$35 million new money senior secured asset-based lending facility (the “New ABL Facility”), (b) the Company Parties’ $15,899,000 paydown at par of the Existing First Lien Notes using proceeds from (i) the sale of

the Company Parties’ station located in the Fort Myers-Naples, Florida market and (ii) the New ABL Facility, (c) an exchange (the “Exchange Offer”) of all of the Existing Second Lien Notes for 10.000% Senior

Secured PIK Notes due 2027 (the “2027 PIK Notes”), and (d) consents (the “Consent Solicitations”) to proposed amendments (the “Proposed Amendments”) to the Existing Indentures to, among

other things, permit the transactions contemplated hereby, in each case, in accordance with and subject to the terms and conditions set forth herein and in the Exchange Offer Memorandum (collectively, the foregoing clauses (a) through (d), the

“Transactions”);

WHEREAS, this Agreement is the product of arm’s length, good faith negotiations between the

Company Parties and the Supporting Holders; and

WHEREAS, subject to the terms and conditions hereof, the Parties desire to express to

each other their mutual support and commitment in respect of the matters discussed herein and in the Exchange Offer Memorandum (as may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance

with the terms herein or therein).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein, and for other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Parties hereby agrees as follows:

Section 1. Interpretation. For purposes of this

Agreement:

(a) in the appropriate context, each term, whether stated in the singular or the plural, shall include both the singular and

the plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neutral gender;

(b) capitalized terms defined only in the plural or singular form shall nonetheless have their defined meanings when used in the opposite

form;

(c) unless otherwise specified, any reference in this Agreement to a contract, lease, instrument, release, indenture, or other

agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(d) unless otherwise specified, any reference in this Agreement to an existing document, schedule, or exhibit shall mean such document,

schedule, or exhibit, as it may have been or may be amended, restated, amended and restated, supplemented, or otherwise modified or replaced from time to time in accordance with its terms; notwithstanding the foregoing, any capitalized terms in this

Agreement which are defined with reference to another agreement, are defined with reference to such other agreement as of the date of this Agreement, without giving effect to any termination of such other agreement or amendments to such capitalized

terms in any such other agreement following the Execution Date;

(e) unless otherwise specified, all references to “Sections”

are references to Sections of this Agreement;

(f) the words “herein,” “hereof,” and “hereto” refer to

this Agreement in its entirety rather than to any particular portion of this Agreement;

(g) captions and headings to Sections are

inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Agreement;

(h)

the use of “include” or “including” is without limitation, whether stated or not;

(i) unless otherwise specified,

references to “days” shall mean calendar days and, when; and

(j) calculating the period of time before which, within which,

or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and, if the last day of such period is not a Business Day,4 the period in question shall end on the next succeeding Business Day.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial

banks are authorized to close under the Laws of, or are in fact closed in, the state of New York.

Section 2. Conflicts. To the extent there is a

conflict between this Agreement (including any exhibits, annexes, and schedules hereto) on the one hand, and the Definitive Documents (as defined below), on the other hand, the terms and provisions of the Definitive Documents shall govern.

Section 3. Effectiveness of this Agreement.

(a) This Agreement shall become effective and binding upon each of the Parties at 12:00 a.m., prevailing Eastern Standard Time, on the

Execution Date, which is the date on which this Agreement has been executed and delivered by each of the Company Parties, the 1L Supporting Holder and the 2L Supporting Holder, listed in Schedule 2 hereto (respectively, the

“Initial 1L Supporting Holder” and the “Initial 2L Supporting Holder,” and collectively, the “Initial Supporting Holders”) and the Company Parties shall have paid all Transaction Fees and

Expenses5 for which an invoice has been received by the Company Parties on or before the date that is two (2) calendar days prior to the Execution Date.

(b) This Agreement shall be effective from the Execution Date until validly terminated pursuant to the terms of this Agreement. Each

Supporting Holder shall be deemed to have executed this Agreement in respect of all of its applicable Existing Notes Claims.6

Section 4. Commitments. In connection with the Transactions contemplated by this

Agreement and subject to the terms and conditions set forth in this Agreement (including the Conditions Precedent (as defined below) in Exhibit C hereto), for so long as this Agreement has not been

validly terminated and except as expressly waived by the other Party in writing:

(a) Each of the Supporting Holders commits to, as

applicable:

(1) (a) exchange (or cause to be exchanged) all of its Existing Second Lien Notes for the 2027 PIK Notes in

the Exchange Offer (subject to the terms of the Exchange Offer Memorandum), and (b) consent to the Proposed Amendments, in each case in accordance with the terms of this Agreement and the applicable procedures set forth in the Exchange Offer

Memorandum;

(2) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or

reasonably requested by the Company Parties to facilitate the implementation and consummation of the Transactions, including to achieve the TSA Minimum Participation Condition (as defined in Exhibit C), which TSA Minimum

Participation Condition may be waived by the Initial 2L Supporting Holder in its sole and absolute discretion, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by, this Agreement or the

Definitive Documents;

(3) not directly or indirectly object to, delay, impede, or take any other action that materially

interferes with the implementation and consummation of the Transactions, including, for the avoidance of doubt and without limitation, declaring any default under the Existing Indentures, or accelerating the Company Parties’ obligations under

the Existing Indentures;

“Transaction Fees and Expenses” means all reasonable and documented fees and expenses of

Gibson Dunn, subject to the terms of the fee letter between the Company Parties and Gibson Dunn, excluding, for the avoidance of doubt, the timing of payment in such fee letter as superseded by this Agreement.

“Existing Notes Claims” means, collectively, the Existing 1L Notes Claims and the Existing

2L Notes Claims.

(4) not direct the Existing Trustees (or any successors thereto) or the

Existing Collateral Agents (or any successors thereto) to take any action materially inconsistent with the Supporting Holders’ obligations under this Agreement, and, if the Existing Trustees (or any successors thereto) or Existing Collateral

Agents (or any successors thereto) takes any action inconsistent with the Supporting Holders’ obligations under this Agreement, the Supporting Holders shall, upon the Supporting Holders having obtained actual knowledge of such trustee or agent

(or any successors thereto) taking any such action and subject to the terms and conditions of the applicable indenture and credit agreement, as applicable, use commercially reasonable efforts to direct the Existing Trustees or the Existing

Collateral Agents (or any successors thereto), as applicable, to cease and refrain from taking any such action;

(5)

cooperate in good faith and use commercially reasonable efforts to structure and implement the Transactions in a tax-efficient and cost-effective manner as determined by the Company Parties and the Initial 2L

Supporting Holder; provided, for the avoidance of doubt, that (i) the Parties intend to structure the Transactions to preserve favorable tax attributes to the extent practicable subject to the consent of the Initial 2L Supporting Holder

and (ii) any change to the Exchange Offer Memorandum that requires an extension of the Exchange Offer, subject to the consent rights set forth herein of the Parties, will not be deemed to constitute commercially reasonable efforts; and

(6) use commercially reasonable efforts to seek additional support for the Transactions from their other material stakeholders

to the extent reasonably prudent.

(b) Each of the Company Parties commits to:

(1) consent to the Proposed Amendments, in each case in accordance Exchange Offer Memorandum;

(2) use commercially reasonable efforts to support and take all commercially reasonable actions necessary or reasonably

requested by the Initial Supporting Holders to facilitate the implementation and consummation of the Transactions, including to achieve the TSA Minimum Participation Condition, which TSA Minimum Participation Condition may be waived by the Initial

2L Supporting Holder in its sole and absolute discretion, and refrain from taking any actions inconsistent with, and not fail or omit to take an action that is required by, this Agreement; provided that in no event shall the Company Parties

be required to make changes to any of the terms of the Offer as set out in the Exchange Offer Memorandum;

(3) not directly

or indirectly object to, delay, impede, or take any other action that materially interferes with the implementation and consummation of the Transactions; provided that the Company Parties’ exercise of any rights pursuant to the terms of

the Exchange Offer Memorandum shall not be considered an objection, delay, impediment, or material interference with the implementation and consummation of the Transaction;

(4) use commercially reasonable efforts to obtain any and all required or advisable governmental, regulatory and/or third-party

approvals for the Transactions;

(5) use commercially reasonable efforts to seek additional support for the Transactions

from their other material stakeholders to the extent reasonably prudent;

(6) comply with their obligations under the fee letter with Gibson Dunn, pay

the Transaction Fees and Expenses and, unless the Offer has closed or has been terminated by any Company Party, not terminate the fee letter with Gibson Dunn;

(7) operate their businesses in the ordinary course of business in a manner that is consistent with its past practices and this

Agreement, and use commercially reasonable efforts to preserve intact the business organization and relationships with third parties (including, without limitation, suppliers, distributors, customers, and governmental and regulatory authorities and

employees) and maintain good standing under the laws of the states or other jurisdictions in which they are incorporated or organized;

(8) except as described in the Exchange Offer Memorandum or the Company Parties’ other public filings on or prior to the

date of this Agreement, or with the prior written consent of the Initial 2L Supporting Holder, not (i) materially amend or change, or propose to amend or change, any of their respective organizational documents other than as necessary to

consummate the Transactions, if or as applicable, or as necessary in the ordinary course of carrying out administrative functions or making administrative changes and/or (ii) other than as part of the Transactions, authorize, create, issue,

sell, or grant any additional equity interests in any Company Party or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any such equity interests;

(9) without the prior written consent of the Initial 2L Supporting Holder, not (i) enter into or amend, establish, adopt,

supplement, or otherwise materially modify or accelerate (x) any deferred compensation, incentive, success, retention, bonus, or other compensatory arrangements, policies, programs, practices, plans, or agreements, including, without

limitation, offer letters, employment agreements, consulting agreements, severance arrangements, or change in control arrangements with or for the benefit of any current or former director, officer, employee, manager, or agent, or (y) any

contracts, arrangements, or commitments that entitle any current or former director, officer, employee, manager, agent, attorney, accountant, investment banker, or other representative or professional to indemnification from the Company Parties, or

(ii) materially modify or terminate any existing compensation or benefit plans or arrangements (including employment agreements); provided that the Company Parties may take any of the actions set forth in this section in the ordinary

course of business, consistent with past practice, and not in contravention of the terms of any contracts, arrangements, and/or commitments in effect on the Execution Date, including with respect to insider and

non-insider employees;

(10) not enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or any other financing arrangements, in each case, without the prior written consent of the Initial

2L Supporting Holder; provided that this clause shall not apply to the New ABL Facility subject to the Initial 2L Supporting Holder’s consent rights with respect thereto as set forth in the Exchange Offer Memorandum;

(11) not sell any assets (including, without limitation, any intellectual property) in any transaction or series of

transactions without the prior written consent of the Initial 2L Supporting Holder to the extent that, if the Transactions are consummated, the Company Parties do not or does not intend to apply any such net sale proceeds consistent with the

application of proceeds terms and other relevant terms of the Exchange Offer Memorandum, including, without limitation, the “Description of 2027 PIK Notes—Repurchase at the Option of Holders—Asset Sales” thereunder;

(12) except in accordance with the Transactions, not incur any indebtedness

or guarantee any indebtedness of another entity without the prior written consent of the Initial 2L Supporting Holder;

(13) not terminate or release (i) any obligors or guarantors of their obligations under the Existing Indentures or

(ii) any of the liens on, security interests in, or guarantees of any of the assets of the Company Parties that secure the obligations under the Existing Indentures, in each case, without the prior written consent of the Initial 2L Supporting

Holder;

(14) not settle any claims or causes of action brought against any Company Party or any affiliate (including,

without limitation, any claims asserted by a governmental entity) without the prior written consent of the Initial 2L Supporting Holder; provided that the Company Parties may settle any such claims or causes of action in the ordinary course

of business, consistent with past practice, and not in contravention of the terms of any contracts, arrangements, and/or commitments in effect on the Execution Date;

(15) not modify, amend, supplement, waive, or execute any Definitive Document in a manner that is inconsistent with this

Agreement and the Exchange Offer Memorandum in any respect;

(16) not take any action with respect to the disposition,

treatment, or dissolution of any Company Party and any foreign or domestic subsidiaries or affiliates, as applicable, whether or not such entities are signatories to this Agreement without the prior written consent of the Initial 2L Supporting

Holder;

(17) not (i) commence any proceeding or other action that challenges (A) the amount, validity,

allowance, character, enforceability or priority of any of the Existing Notes Claims of the Supporting Holders or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing (or purporting to secure) any of the

Existing Notes Claims of the Supporting Holders, or (ii) support any person or entity in connection with any of the acts described in the foregoing clauses;

(18) not directly or indirectly, solicit, initiate, propose, consummate, or enter into a binding agreement to consummate an

Alternative Transaction7 subject to the Company Parties’ Fiduciary Out (as defined below) and attendant obligations in Section 8 of this Agreement;

“Alternative Transaction” means any written or oral plan, proposal, offer, bid, term sheet,

or agreement with respect to a new-money investment, amalgamation, acquisition, dissolution, equity investment or financing, share issuance, consent solicitation, exchange offer, tender offer, chapter 11 plan

of reorganization or liquidation, share exchange, debt incurrence or financing (including without limitation, a new-money financing, debtor in possession financing, or exit financing), winding up, liquidation,

reorganization, recapitalization, assignment for the benefit of creditors, consolidation, partnership, plan proposal, restructuring, or similar transaction involving one of more of the Company Parties, or any affiliates of the Company Parties, or

the debt, equity, or other interests in any one or more Company Parties or any affiliates of the Company Parties or all, substantially all, or a portion of the Company Parties and their affiliates and/or their assets or their affiliates’

assets that is an alternative to the Transactions contemplated by this Agreement; provided that “Alternative Transaction” shall not include any sale, transfer, or other disposition of assets of any Company Party or any affiliate

thereof (including pursuant to any asset purchase agreement) so long as the Company Parties and their affiliates apply or intend to apply any and all proceeds of any such sale, transfer, or other disposition of any assets consistent with the

(19) cooperate in good faith and use commercially reasonable efforts to

structure and implement the Transactions in a tax-efficient and cost-effective manner as determined by the Company Parties and the Initial 2L Supporting Holder; provided, for the avoidance of doubt,

that (i) the Parties intend to structure the Transactions to preserve favorable tax attributes to the extent practicable subject to the consent of the Initial 2L Supporting Holder and (ii) any change to the Exchange Offer Memorandum that

requires an extension of the Exchange Offer, subject to the consent rights set forth herein, will not be deemed to constitute commercially reasonable efforts; and

(20) other than as required by law or agreed to by the Initial 2L Supporting Holder, not (i) make or change any tax

election other than in the ordinary course of business, (ii) adopt or change any accounting methods, practices, or periods for tax purposes other than in the ordinary course of business, (iii) make or request any tax ruling,

(iv) enter into any tax sharing or similar agreement or arrangement (other than agreements entered in the ordinary course of business the primary purpose of which are not taxes), or (v) settle any tax claim or assessment.

(c) Each of the Parties hereby covenants and agrees to negotiate in good faith, to cooperate with the other Parties in good faith, and to use

its good faith and commercially reasonable efforts to execute, as expeditiously as reasonably possible and no later than the Outside Date (as defined below), any agreements, documents or instruments related to the Transactions and any other related

definitive documentation contemplated by this Agreement and the Exchange Offer Memorandum (collectively, the “Definitive Documents”),8 on terms consistent in all respects with

those set forth in this Agreement and the Exchange Offer Memorandum and, in any event, the Definitive Documents, including any waiver, amendment, modification, or supplement after the date of this Agreement, shall be in form and substance reasonably

acceptable to the Company Parties and the Initial 2L Supporting Holder; provided that the indenture to the Existing First Lien Notes (the Existing 1L Indenture, as amended, restated, amended and restated, supplemented, or otherwise modified as

contemplated by this Agreement and the Exchange Offer Memorandum, the “1L Notes Indenture”) shall also be in form and substance reasonably satisfactory to the Company Parties, the Initial 1L Supporting Holder and the Initial 2L

Supporting Holder. For the avoidance of doubt, the Exchange Offer Memorandum is in form and substance acceptable to the Company Parties and the Initial 2L Supporting Holder on the date of this Agreement.

Notwithstanding anything to the contrary in this Agreement, this Agreement shall in no way be construed to preclude each

Supporting Holder from acquiring or selling its applicable Existing Notes prior to the Expiration Date (as defined in the Exchange Offer Memorandum); provided that to the extent a Supporting Holder acquires or sells its applicable Existing

Notes, such Supporting Holder agrees (A) to provide the Company Parties on the Expiration Date with an updated schedule of the principal amount of additional applicable Existing Notes so acquired or

For the avoidance of doubt, the “Definitive Documents” shall include, without limitation,

this Agreement, the Exchange Offer Memorandum, the supplemental indentures to the Existing Indentures (with respect to amendments contemplated by the Transactions), the indentures for and all attendant debt documentation governing the 2027 PIK Notes

and the Existing Notes, including any applicable intercreditor agreements, the credit agreement for and all attendant debt documentation governing the New ABL Facility, the Company Parties’ organizational documents, including, without

limitation, the charter and any amendment thereof, and any other documentation reasonably required to consummate the Transactions by the Outside Date as determined by the Company Parties and the Initial 2L Supporting Holder.

sold, (B) that such additional applicable Existing Notes shall be subject to this Agreement for the duration of this Agreement, to the extent, and solely to the extent, held by such

Supporting Holder, and (C) to the extent a Supporting Holder sells its applicable Existing Notes to a non-Supporting Holder, such non-Supporting Holder shall become

a Supporting Holder by executing a Joinder to this Agreement upon the closing of such sale of Existing Notes and promptly deliver such Joinder to counsel to the Company Parties and Gibson Dunn. For the avoidance of doubt, no sale of applicable

Existing Notes by a Supporting Holder to a non-Supporting Holder shall be effective unless and until such non-Supporting Holder has executed a Joinder to this Agreement

pursuant to this Section 4.

Notwithstanding anything to the contrary herein, a Qualified Marketmaker9 that acquires any Existing Notes that are subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such Existing Notes shall not be required to execute and

deliver a Joinder in respect of such Existing Notes if (i) such Qualified Marketmaker acquires such Existing Notes at least six Business Days prior to the Expiration Date and (ii) such Qualified Marketmaker subsequently transfers such

Existing Notes (by purchase, sale assignment, participation, or otherwise) within five Business Days of its acquisition to a transferee in compliance with this Section 4.

Section 5. Mutual Releases and Covenant Not to Sue. The Parties shall negotiate and enter into

a mutual release agreement as part of the Definitive Documents, which release agreement shall include customary carveouts and releases in favor of customary related parties and representatives of the Parties, shall not be effective until the closing

date of the Transactions and shall be subject to the consent rights set forth herein for Definitive Documents.

Section 6. Representations and Warranties of the Supporting Holders. Each of the Supporting Holders

hereby represents and warrants to the Company Parties (and solely with respect to the last sentence of clause (i) below, for the benefit of their respective financial advisors), as applicable, that the following statements are true and correct

as of the date hereof:

(a) Each Supporting Holder has all necessary corporate or similar power and authority to execute and deliver this

Agreement and to perform its obligations hereunder and to consummate the Transactions.

(b) This Agreement has been duly and validly

executed and delivered by each Supporting Holder. This Agreement constitutes the valid and binding obligation of each Supporting Holder, enforceable against each Supporting Holder in accordance with its terms, except as may be limited by the effects

of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of creditors generally.

(c) The execution, delivery and performance by each Supporting Holder of this Agreement and the other Definitive Documents to which it is a

party, and each Supporting Holder’s compliance with the provisions hereof (including the consummation of the Transactions), will not (with or without notice or lapse of time, or both): (i) violate any provision of each Supporting

Holder’s organizational or governing documents; (ii) violate any law or order applicable to each Supporting Holder; or (iii) require any consent or approval under, violate, result in any breach of, or constitute a default under, or,

to each Supporting Holder’s actual knowledge, result in termination or give to others any right of

“Qualified Marketmaker” means an entity that (a) holds itself out to the public or the

applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Existing Notes (or enter with customers into long and short positions in Existing Notes), in its capacity as a dealer or

market maker in Existing Notes and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities or other debt).

termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on each Supporting Holder, except, in the case of clauses

(ii) and (iii) above, where not reasonably likely to have a material adverse effect on the ability of each Supporting Holder to perform its obligations under this Agreement or the Transactions.

(d) Each Supporting Holder is the beneficial or record owner of the face amount of its applicable Existing Notes or is the nominee, investment

manager, or advisor for beneficial holders of the applicable Existing Notes reflected in each Supporting Holder’s signature page hereto.

(e) [Reserved].

(f) Each

Supporting Holder to its knowledge is not a party to any contract with any person (other than this Agreement) that would give rise to a valid claim against the Company Parties for a brokerage commission, finder’s fee or like payment in

connection with the Transactions.

(g) No consent, approval, authorization, order, registration or qualification of or with any

governmental entity having jurisdiction over each Supporting Holder or any of its properties is required for the execution and delivery by each Supporting Holder of this Agreement and each other Definitive Document to which each Supporting Holder is

a party, the compliance by each Supporting Holder with the provisions hereof and thereof, and the consummation of the Transactions contemplated herein and therein.

(h) The execution and delivery by the Supporting Holders of this Agreement and the other Definitive Documents to which it is a party, the

compliance by the Supporting Holders with the provisions hereof and thereof and the consummation of the Transactions contemplated herein and therein will not (a) result in any violation of the provisions of the organizational or governing

documents of the Supporting Holders, or (b) result in any violation of any law applicable to the Supporting Holders or any of their properties.

(i) Each Supporting Holder is an Eligible Holder. Each Supporting Holder understands that any securities of the Company Parties contemplated

to be acquired by such Supporting Holder in connection with the Transactions have not been, and are not contemplated to be, registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the

“Securities Act”) or any other applicable securities laws and may not be resold without registration under the Securities Act and any other applicable securities laws except pursuant to a specific exemption from the registration

provisions of such securities laws. Any securities of the Company Parties contemplated to be acquired by any Supporting Holder in connection with the Transactions will have been acquired for investment and not with a view to distribution or resale

in violation of the Securities Act or any other applicable securities laws. None of the securities contemplated to be acquired by any Supporting Holder in connection with the Transactions are being acquired as a result of any advertisement, article,

notice, or other communication regarding such securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement;

provided that the foregoing clause shall not be construed to include and is not intended to include any notice, posting, filing, publishing, or other communication of the Exchange Offer Memorandum. By reason of its business and financial

experience, each Supporting Holder has such knowledge, sophistication, and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating the merits and risks of participating in the

Transactions, is able to bear the economic risk of such investment and, at the present time, would be able to afford a complete loss of such investment. Each Supporting Holder has been furnished with materials relating to the business, finances and

operations of the Company Parties and relating to the Transactions that have been requested by the Supporting Holders. Each Supporting Holder has been afforded the opportunity to ask questions of the Company Parties and their representatives. Each

Supporting Holder understands and acknowledges that its participation in the Transactions involves a high degree of risk and uncertainty. Each

Supporting Holder has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its participation in the Transactions.

Each Supporting Holder acknowledges that its decision to execute this Agreement has been based upon its independent investigation of the operations, businesses, financial and other conditions, and prospects of the Company Parties and/or the

Transactions, and without reliance on any statement of any other Party (or such other Party’s financial or other professional advisors), other than such express representations and warranties of the Company Parties set forth in this Agreement.

Section 7. Representations and Warranties of the Company Parties. The Company Parties hereby

represent and warrant to each Supporting Holder that the following statements are true and correct as of the date hereof:

(a) Each

Company Party has all necessary corporate or similar power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions.

(b) This Agreement has been duly and validly executed and delivered by the Company Parties. This Agreement constitutes the valid and binding

obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, except as may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws

relating to or affecting the rights and remedies of creditors generally.

Parties of this Agreement and the other Definitive Documents, and the Company Parties’ compliance with the provisions hereof (including the consummation of the Transactions), will not (with or without notice or lapse of time, or both): (i)

violate any provision of the Company Parties’ organizational or governing documents; (ii) violate any law or order applicable to the Company Parties or their properties; or (iii) require any consent or approval under, violate, result

in any breach of, or constitute a default under, or result in termination or give to others any right of termination, amendment, acceleration or cancellation of any contract, agreement, arrangement or understanding that is binding on the Company

Parties (other than such consents as are contemplated by this Agreement), except, in the case of clauses (ii) and (iii) above, where not reasonably likely to have a material adverse effect on the ability of the Company Parties to perform its

obligations under this Agreement or the Transactions.

(d) Each Company Party has sufficient knowledge and experience to evaluate properly

the terms and conditions of this Agreement, and has been afforded the opportunity to consult with its legal and financial advisors with respect to its decision to execute this Agreement, and it has made its own analysis and decision to enter into

this Agreement and otherwise investigated this matter to its full satisfaction.

(e) Except as expressly provided by this Agreement, each

Company Party is not party to any similar transaction, agreements, or arrangements regarding the indebtedness of any of the Company Parties that have not been disclosed to the Supporting Holders.

(f) Assuming the accuracy of the representations and warranties of each of the Supporting Holders under Section 6(i) of this

Agreement, the 2027 PIK Notes will be (i) issued pursuant to the terms and subject to the conditions set forth in the Exchange Offer Memorandum in a transaction exempt from the registration requirements under the Securities Act pursuant to

Section 4(a)(2) of the Securities Act, and (ii) exchanged and issued in compliance with Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated

thereunder (the “Exchange Act”) and in compliance with all other applicable state and federal laws concerning the issuance thereof.

(g) When the 2027 PIK Notes have been duly issued in accordance with the terms of the

indenture governing such 2027 PIK Notes (the “2027 PIK Notes Indenture”) and delivered upon consummation of the exchange pursuant to the terms and subject to the conditions set forth on the Exchange Offer Memorandum, against

receipt of the Existing Second Lien Notes surrendered in exchange therefor, the 2027 PIK Notes will constitute legal, valid, and binding obligations of the Company Parties entitled to the benefits of the 2027 PIK Notes Indenture and enforceable

against the Company Parties in accordance with their terms, except as may be limited by the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other similar laws relating to or affecting the rights and remedies of

creditors generally, and the 2027 PIK Notes will not be subject to any preemptive, participation, rights of first refusal, or other similar rights and will be free from any liens (other than any liens arising by operation of applicable securities

laws).

(h) The 2027 PIK Notes, when issued, will not be of the same class as securities listed on a national securities exchange

registered under Section 6 of the Exchange Act, or quoted in a U.S. automated interdealer quotation system, within the meaning of Rule 144A(d)(3)(i) under the Securities Act.

(i) Beasley’s charter has sufficient authorized shares of Class A common stock and Class B common stock to effectuate the

Transaction contemplated on the closing date and shall have a sufficient amount of authorized shares of Class A common stock and Class B common stock such that, upon the consummation of the Equity Conversion (as defined below), the holders

of the 2027 PIK Notes shall be able to hold Beasley’s Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to Section 8(k), in

the amounts set forth and pursuant to the terms in Section 8(k).

Section 8.

Governance.

(a) On the closing date of the Transactions, the Company Parties shall take all Necessary Action (as

defined below) to (i) increase the size of Beasley’s board of directors by one additional director and (ii) cause an independent representative, selected by the Initial 2L Supporting Holder in its sole and absolute discretion, to be

appointed to the board of directors of Beasley (the “Initial 2L Supporting Holder Director”). The Initial 2L Supporting Holder Director (or any of its successors) shall receive $85,000 in annual compensation in cash for its

services payable solely by the Company Parties, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for its service on the Strategic Alternatives Committee (as defined below), and (iii) $12,500 of other cash consideration

for its services.

(b) At any time prior to the earlier of the Initial 2L Supporting Holder ceasing to beneficially own at least 5.1% of

the aggregate principal amount of the then-outstanding 2027 PIK Notes (the “Initial 2L Supporting Holder Disposition Date”) or the maturity date of the 2027 PIK Notes (subject to the springing maturity further described and

as set forth in the 2027 PIK Notes Indenture), (i) in the event of a vacancy caused by the resignation or other cessation of service of any Initial 2L Supporting Holder Director (or any of its successors) with respect to the Company Parties, the

Company Parties shall take all Necessary Action to appoint a new Initial 2L Supporting Holder Director (who, for the avoidance of doubt, shall be an independent representative), selected by the Initial 2L Supporting Holder in its sole and absolute

discretion to the board of directors of Beasley on the same terms as specified in Section 8(a), and (ii) in the event of a vacancy caused by the resignation or other cessation of service of any Independent 2L Director (as defined below)

(or any of its successors) with respect to the Company Parties, the Initial 2L Supporting Holder shall propose three additional candidates to the Company Parties and the Company Parties shall promptly take all Necessary Action to select one of the

three proposed candidates and appoint such candidate as the new Independent 2L Director to the board of directors of Beasley on the same terms as specified in Section 8(c)(i). At any time prior to the earlier of (i) the repayment in

full of the Existing First Lien Notes or (ii) the Initial 1L Supporting Holder Disposition Date (as defined below), in the event of a vacancy caused by the resignation or other cessation of service of any Independent 1L Director (as defined

below) (or any of its successors) with respect to the Company Parties, the Initial 1L Supporting Holder shall propose three additional candidates to the Company Parties and the Company Parties shall promptly take all Necessary Action to select one

of the three proposed candidates and appoint such candidate as the new Independent 1L Director to the board of directors of Beasley on the same terms as specified in Section 8(c)(ii).

date, commencing on the date that is 270 days after the closing date of the Transactions, the Initial 2L Supporting Holder may, at its option, elect to propose three candidates in its sole and absolute discretion for an independent representative to

be appointed to Beasley’s board of directors; provided that, for the avoidance of doubt, the Initial 2L Supporting Holder’s foregoing option and election shall continue to remain operative after the date that is 270 days after the

closing date of the Transactions until the Initial 2L Supporting Holder decides to affirmatively exercise such option and election. If the Initial 2L Supporting Holder proposes such candidates, the Company Parties shall take all Necessary Action to

(i) further increase the size of Beasley’s board of directors by one additional director and (ii) cause one of three of such proposed candidates (selected in its sole and absolute discretion) to be appointed to the board of directors

of Beasley (the “Independent 2L Director”). For the avoidance of doubt, each of the Initial 2L Supporting Holder Director, the Independent 2L Director, and any successor thereto shall at all times be an independent representative.

The Independent 2L Director (or any of its successors) shall receive $85,000 in annual compensation in cash for its services payable solely by the Company Parties, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for

its service on the Strategic Alternatives Committee (as defined below), and (iii) $12,500 of other cash consideration for its services.

(ii) Commencing on the date that is 360 days after the closing date of the Transactions, unless (x) the Initial 1L Supporting Holder

ceases to beneficially own at least 5.1% of the aggregate principal amount of the Existing First Lien Notes (such date, the “Initial 1L Supporting Holder Disposition Date”) or (y) the Existing First Lien Notes have been

repaid in full prior to such date, the Initial 1L Supporting Holder may, at its option, elect to propose three candidates in its sole and absolute discretion for an independent representative to be appointed to Beasley’s board of directors;

provided that, for the avoidance of doubt, the Initial 1L Supporting Holder’s foregoing option and election shall continue to remain operative after the date that is 360 days after the closing date of the Transactions until the Initial

1L Supporting Holder decides to affirmatively exercise such option and election (or the Existing First Lien Notes have been repaid in their entirety or the Initial 1L Supporting Holder Disposition Date has occurred); provided, however,

that the Initial 1L Supporting Holder’s foregoing option and election shall not be available so long as, on or prior to the date that is 360 days after the closing date of the Transactions, Beasley has entered into one or more binding

agreements for asset sales, the net proceeds of which will be used to redeem all of the Existing First Lien Notes outstanding at such time, the consummation of which is only subject to obtaining any required FCC approvals (for the avoidance of

doubt, if any such asset sales are not consummated, the Initial 1L Supporting Holder’s foregoing option and election shall be available). If the Initial 1L Supporting Holder proposes such candidates, the Company Parties shall take all

Necessary Action to (i) further increase the size of Beasley’s board of directors by one additional director and (ii) cause one of three of such proposed candidates (selected in its sole and absolute discretion) to be appointed to

the board of directors of Beasley (the “Independent 1L Director”). For the avoidance of doubt, the Independent 1L Director, and any successor thereto shall at all times be an independent representative. The Independent 1L Director

(or any of its successors) shall receive $85,000 in annual compensation in cash for its services payable solely by the Company Parties, consisting of (i) a $65,000 annual retainer, (ii) a $7,500 annual fee for its service on the Strategic

Alternatives Committee (as defined below), and (iii) $12,500 of other cash consideration for its services.

(d) On the closing date of the Transactions, the Company Parties shall take all Necessary

Action to (i) establish and maintain a new five-member committee of Beasley’s board of directors (the “Strategic Alternatives Committee”), including passing a board resolution substantially consistent with the

resolutions attached hereto as Exhibit D, (ii) appoint the Initial 2L Supporting Holder Director, Caroline Beasley, and Michaeel Fiorile to the Strategic Alternatives Committee, (iii) if an Independent 2L Director has been

appointed, appoint such Independent 2L Director to the Strategic Alternatives Committee and (iv) if an Independent 1L Director has been appointed, appoint such Independent 1L Director to the Strategic Alternatives Committee. From the date of

the establishment of the Strategic Alternatives Committee until the appointment of the Independent 2L Director or Independent 1L Director, as applicable, the fourth and fifth seat, as applicable, on the Strategic Alternatives Committee shall at all

times be vacant. As further set forth in Exhibit D, the Strategic Alternatives Committee shall be delegated with the sole and exclusive authority and power to explore, enter into, and consummate any strategic alternative transaction,

subject to the laws of the State of Delaware and the regulations of the Federal Communications Commission (“FCC”). Further, in the event of an equal vote of the Strategic Alternatives Committee in favor of a decision and against

such decision, such decision shall be submitted to a vote of the full board of directors of Beasley.

(e) The Initial 2L Supporting Holder

shall, promptly following a reasonable written request by the Company Parties (or counsel to the Company Parties), which request shall not be made more than once per month, provide a written certification (email from Gibson Dunn being sufficient) to

the Company Parties (or counsel to the Company Parties) as to the aggregate principal amount of the 2027 PIK Notes beneficially owned by the Initial 2L Supporting Holder as of the date such written certification is provided. If the Company Parties

believe, in good faith, that the Initial 2L Supporting Holder Disposition Date has occurred and the Company Parties have confirmed in writing with the trustee under the 2027 PIK Notes that the Initial 2L Supporting Holder Disposition Date has

occurred, then the Company Parties (or counsel to the Company Parties) may provide the Initial 2L Supporting Holder (or Gibson Dunn) with the trustee’s written confirmation and request confirmation thereof from the Initial 2L Supporting Holder

pursuant to this Section 8(e). Upon such request and the delivery of such trustee’s written confirmation to the Initial 2L Supporting Holder (or Gibson Dunn), the Initial 2L Supporting Holder Disposition Date will be deemed to have

occurred unless the Initial 2L Supporting Holder provides a written certification (email from Gibson Dunn being sufficient) to the Company Parties (or counsel to the Company Parties) no fewer than ten Business Days after receipt of such request from

the Company Parties that the Initial 2L Supporting Holder Disposition Date has not occurred.

(f) The appointment of the Initial 2L

Supporting Holder Director shall occur on the closing date of the Transactions. The Company Parties and Caroline Beasley shall take all actions to (i) on the closing date of the Transaction, provide the written consent and take all actions by

the board of directors of Beasley to amend Beasley’s charter as described below in this Section 8 such that no Company Party or its affiliates can initiate any insolvency or similar proceeding, including, without limitation, any

bankruptcy filing of any Company Party or its affiliates without unanimous approval of the board of directors of Beasley, which shall, for the avoidance of doubt, include the consenting vote of the Initial 2L Supporting Holder Director and

(ii) file the FCC Application(s) (as defined below) (including, as applicable, all filings necessary to obtain a declaratory ruling from the FCC to allow the non-U.S. ownership of the FCC Licenses (as

defined below) to exceed the Foreign Ownership Limitations (as defined below)) as set forth in Section 8(m) (for the avoidance of doubt, no FCC Application(s) will be required to be filed prior to the dates set forth in

Section 8(m)). Any removal, replacement, or similar action by the Company Parties of the Initial 2L Supporting Holder Director or the Independent 2L Director, absent the prior written consent of the Initial 2L Supporting Holder (email

from Gibson Dunn being sufficient), shall automatically trigger the maturity of the 2027 PIK Notes as further described and as set forth in the 2027 PIK Notes Indenture; provided that if the Initial 2L Supporting Holder fails to fill any

vacancy pursuant to the terms of this Agreement, then such failure shall not automatically trigger the maturity of the 2027 PIK Notes as further described and as set forth in the 2027 PIK Notes Indenture. Any removal, replacement, or similar action

by the Company Parties of the Independent 1L Director, absent the prior written consent of the Initial 1L Supporting Holder (email from Cahill being sufficient), shall automatically trigger the maturity of the Existing First Lien Notes as further

described and as set forth in the 1L Notes Indenture; provided that if the Initial 1L Supporting Holder fails to fill any vacancy pursuant to the terms of this Agreement, then such failure shall not automatically trigger the maturity of the

Existing First Lien Notes as further described and as set forth in the 1L Notes Indenture.

(g) “Necessary Action” means, with respect to a specified result,

promptly taking all actions required to cause such result that are within the power of a specified person (to the extent such actions are not prohibited by applicable law (as determined after consultation with outside counsel) and within such

person’s control), including, without limitation, (i) causing the board of directors or any nominating committee thereof to nominate or appoint, or taking steps to cause the nomination or appointment of, certain persons, and providing the

highest level of support for the election or appointment of such persons to the board of directors or any committee thereof, including in connection with the annual or special meeting of stockholders and (ii) assisting in preparing or

furnishing forms of ballots, proxies, consents or similar instruments, and facilitating the collection or processing of such ballots, proxies, consents or instruments relating to the foregoing.

(h) For the avoidance of doubt, (x)(i) the rights of the Initial 2L Supporting Holder under this Section 8 may not be assigned or

transferred to any other person and (ii) will automatically terminate upon the earlier of the Initial 2L Supporting Holder Disposition Date or the maturity date of the 2027 PIK Notes (subject to the maturity further described and as set forth

in the 2027 PIK Notes Indenture) and (y)(i) the rights of the Initial 1L Supporting Holder under this Section 8 may not be assigned or transferred to any other person and (ii) will automatically terminate upon the earlier of the

Initial 1L Supporting Holder Disposition Date or the payment in full of the Existing First Lien Notes.

(i) Notwithstanding anything to

the contrary in this Agreement, nothing in this Agreement requires the Company Parties or any directors, officers, managers, or members of the Company Parties, each in its capacity as such, to take any action, or to refrain from taking any action

solely related to this Agreement, to the extent inconsistent with its or their fiduciary duties under applicable law (as determined by them in good faith after consultation with outside legal counsel) (collectively, the “Fiduciary

Out”); provided that the foregoing shall not impede, abrogate, prevent, or frustrate (i) any Party’s termination rights under this Agreement, (ii) any of the Company Party’s information sharing obligations

under this Agreement, or (iii) the amendment of Beasley’s charter as set forth in this Section 8, including, without limitation, the voting requirement set forth in Section 8(f). In the event the board of directors

or any such similar governing body of the Company Parties determines that taking any action or refraining from taking any action is required pursuant to this paragraph and/or intends to exercise the Fiduciary Out, the Company Parties shall, within

24 hours of its board of directors or applicable similar governing body’s determination, provide written notice thereof (in accordance with Section 14 hereof) to the Supporting Holders. For the avoidance of doubt, the Company

Parties’ Fiduciary Out in this section shall apply solely to this Agreement and shall not apply to any act, omission, rights, or obligations that any of the corporate governing body of any Company Party undertakes on or after the closing date

of the Transactions pursuant to any other Definitive Document, including the 1L Notes Indenture, the 2027 PIK Notes Indenture and the Company Parties’ organizational documents.

(j) Regardless of whether any Company Party exercises its Fiduciary Out, each of the Company Parties commits and agrees to (i) provide

the Initial Supporting Holders, Gibson Dunn and Cahill with a copy of any Alternative Transaction or written asset sale proposal received from a third party (to the extent such proposal would constitute an “Asset Sale” under the Existing

1L Indenture or the 2027 PIK Notes Indenture (an “Asset Sale Proposal”)) (and, in the case of a verbal proposal, a written summary thereof) as soon as practicable but in any event within twenty-four (24) hours of the Company

Parties’ or their advisors’ receipt of such Alternative Transaction or Asset Sale Proposal and (ii) promptly provide information to the Initial Supporting Holders, Gibson Dunn and Cahill regarding such discussions or any action or

inaction with respect to any Alternative Transaction or Asset Sale Proposal (including copies of any materials provided to or provided by the Company Parties) as necessary to keep the Initial Supporting

Holders, Gibson Dunn and Cahill contemporaneously informed as to the status and substance of the foregoing. Each of the Company Parties also commits and agrees to not directly or indirectly enter

into any confidentiality agreement or a nondisclosure agreement with any third party with respect to an Alternative Transaction to the extent such confidentiality agreement or nondisclosure agreement would restrict any Company Party’s ability

to share any documents or terms concerning such Alternative Transaction with the Initial Supporting Holders, Gibson Dunn or Cahill in accordance with the terms of this Agreement.

(k) At any time on or prior to December 31, 2027 (or September 30, 2027 if the Company Parties do not have one or more binding

agreements for asset sales or debt or equity refinancings that would upon consummation yield net proceeds sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding at such time (the “Springing Maturity

Date”), as applicable), the holders of at least a majority of all outstanding 2027 PIK Notes may issue a written notice of conversion (the “Notice of Conversion”) to the Company Parties electing that on the earlier of

December 31, 2027 (or the Springing Maturity Date, as applicable) or on an event of default as further described below in Section 8(o) (provided that such Notice of Conversion may be delivered from counsel to such holders to

the Company Parties or their counsel and will only be effective if the holders who delivered the Notice of Conversion hold at least a majority of all outstanding 2027 PIK Notes on such date), and subject to obtaining any required FCC and other

regulatory approvals, all outstanding 2027 PIK Notes shall be exchanged for shares of Class A common stock and Class B common stock of Beasley, which such shares Beasley shall issue to such holders of 2027 PIK Notes in an amount such that

such holders shall hold, on a pro rata basis, 95% of Beasley’s Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to

Section 8(k); provided that such issuance shall be for (i) 90% of the Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional issuance of shares pursuant to

Section 8(k), if Beasley has returned 85% to the holders of the 2027 PIK Notes outstanding, (ii) 85% of the Class A common stock and Class B common stock, in each case on a fully diluted basis taking into account any additional

issuance of shares pursuant to Section 8(k), if Beasley has returned 90% to the holders of the 2027 PIK Notes outstanding, and (iii) 80% of the Class A common stock and Class B common stock, in each case on a fully diluted

basis taking into account any additional issuance of shares pursuant to Section 8(k), if Beasley has returned 95% to the holders of the 2027 PIK Notes outstanding (the foregoing conversion mechanics, collectively, the “Equity

Conversion”); provided, however, that to the extent any required FCC or other regulatory approvals have not been obtained prior to the issuance of a Notice of Conversion, Beasley shall (x) upon the written notice

from holders of at least a majority of all outstanding 2027 PIK Notes (email from counsel to such holders to the Company Parties or their counsel being sufficient), issue to holders of 2027 PIK Notes in an amount such that the holders shall hold, on

a pro rata basis, up to the maximum amount of Class A common stock and Class B common stock (i) that may be held without the need to obtain any such outstanding FCC or other regulatory approvals, as reasonably agreed by the

Company Parties and holders of at least a majority of all outstanding 2027 PIK Notes in good faith and (ii) the issuance of which would not delay or adversely impact the Company Parties’ ability to obtain any such approvals, as reasonably

determined by holders of at least a majority of all outstanding 2027 PIK Notes in good faith, and (y) upon obtaining all required FCC and other regulatory approvals, issue to such holders of 2027 PIK Notes the remainder of Class A common

stock and Class B common stock in order to complete the Equity Conversion set forth in this Section 8(k).

(l)

Immediately upon closing of the Transactions, Beasley shall amend its organizational documents, including its charter, to provide for the governance terms set forth in this Section 8, including, without limitation, (i) the

requirement set forth in Section 8(f) and (ii) shall provide that upon the Notice of Conversion, the Equity Conversion would occur on the later of (A) the earlier of (x) December 31, 2027 (or the Springing Maturity

Date, as applicable) or (y) an event of default as further described below in Section 8(o) (the “Contingent Share Issuance”) or (B) the receipt of all required FCC and other regulatory approvals. The

following three steps shall occur immediately on the closing date of the Transactions: (i) the board of directors of Beasley shall approve and recommend that the stockholders of

Beasley approve the amendments of Beasley’s organizational documents, including, without limitation, Beasley’s charter, to reflect the terms set forth in this Section 8,

including the requirement set forth in Section 8(f) and the Contingent Share Issuance; (ii) immediately upon such approval recommendation, Class B common stockholders of Beasley holding the majority of the voting power of

Beasley shall consent via a written consent to the amendments of Beasley’s organizational documents, including, without limitation, Beasley’s charter, and take all other actions necessary or reasonably required pursuant to the terms of

this Section 8; provided, for the avoidance of doubt, that all actions necessary or reasonably required to be taken by the Company Parties pursuant to the terms of this Agreement shall be deemed to require Class B common

stockholders of Beasley holding the majority of the voting power of Beasley to take any such actions; and (iii) as soon as practicable but in any event within one Business Day after execution of such written consent, the Company Parties shall

file a “Preliminary Information Statement” (PRE 14C) with the SEC. Upon clearance by the SEC of the Company Parties’ “Preliminary Information Statement,” the Company Parties shall file a “Definitive Information

Statement” (DEF 14C) with the SEC. As soon as practicable but in any event within one Business Day after the twentieth calendar day after such filing of the “Definitive Information Statement,” the Company Parties shall file their

amended organizational documents with the Delaware Secretary of State, including, without limitation, Beasley’s amended charter, to implement and adopt the amended organizational documents, including, without limitation, Beasley’s

amended charter. As a result of the foregoing actions, Beasley’s amended organizational documents, including, without limitation, Beasley’s charter, shall be effective pursuant to the terms set forth in such documents without any further

action.

(m) Unless on, or during the five Business Days prior to June 30, 2027, the Strategic Alternatives Committee (or in the

event that the Strategic Alternatives Committee is evenly divided on the matter, the vote of the full board of directors of Beasley) has reasonably determined in good faith that there is a reasonable likelihood of Beasley or its subsidiaries

entering into one or more binding agreements for asset sales or debt or equity financings that would upon consummation yield net proceeds sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding at such time (the

“Payoff Determination”), the Company Parties, on July 1, 2027, shall be required to submit one or more applications to the FCC seeking the consent of the FCC for the transfer of control of all direct or indirect subsidiaries

of the Company holding any licenses or authorizations issued by the FCC, including those for the operation of broadcast radio stations, to either the holders of the 2027 PIK Notes or an entity owned or controlled by the holders of the 2027 PIK Notes

(the “FCC Application(s)”); provided that (i) if the FCC Application(s) are not filed on July 1, 2027, then, unless the Payoff Determination is made on or during the five Business Days prior to July 31, 2027,

the Company Parties shall be required to submit the FCC Application(s) on August 1, 2027 and (ii) if the FCC Application(s) are not filed on August 1, 2027, then, unless the Payoff Determination is made on or during the five Business

Days prior to August 31, 2027, the Company Parties shall be required to submit the FCC Application(s) on September 1, 2027. The Company Parties covenant and agree that they shall cooperate with the holders of the 2027 PIK Notes and provide

any and all necessary information or documentation necessary for the Company Parties to timely submit the FCC Application(s) and obtain approval of such application(s), including (A) promptly replying to any inquiries or requests from the FCC

staff related to the processing of the FCC Application(s) and (B) opposing any petitions or other comments filed with the FCC opposing grant of the FCC Application(s). Furthermore, in connection with the filing of the FCC Application(s), as

necessary, the Company Parties covenant and agree that, if the ownership structure of Beasley to be proposed in the FCC Application(s) would exceed the foreign ownership limitations under section 310(b)(4) of the Communications Act of 1934, as

amended, and other applicable rules, regulations and policies of the FCC (the “Foreign Ownership Limitations”), the Company Parties shall cooperate with the holders of the 2027 PIK Notes in order to, prior to or simultaneously

with the submission of the FCC Application(s), submit (a) a petition for declaratory ruling to the FCC to obtain a declaratory ruling to allow the non-U.S. ownership of the FCC Licenses to exceed the

Foreign Ownership Limitations and (b) responses to the standard questions asked by the Committee for the Assessment of Foreign Participation in the United States Telecommunications Services Sector (“Team Telecom”) in

connection with petitions for declaratory ruling involving broadcast licensees. Notwithstanding the

foregoing, the Parties acknowledge and agree that the filing of the FCC Application(s) and the submission of any such petition for declaratory ruling and responses to standard questions

(collectively the “FCC and Team Telecom Filings”), and the prosecution of the FCC and Team Telecom Filings, will require significant cooperation on the part of holders of the 2027 PIK Notes, and their successors and assigns,

including providing personally identifiable information and other confidential information for submission to the FCC and/or Team Telecom, and the Company Parties shall have no liability to the Supporting Holders under this Agreement or otherwise for

any failure to obtain a grant of the FCC Application(s) or any petition for declaratory ruling, or any delay in such grant, resulting from the failure of holders of the 2027 PIK Notes to provide such information or use their respective commercially

reasonable efforts to cooperate in all respects with the preparation, filing and prosecution of the FCC and Team Telecom Filings. The Parties further acknowledge and agree that the information to be provided by holders of the 2027 PIK Notes required

for the Company Parties’ preparation and submission of FCC Application(s) and responses to the Team Telecom standard questions (if applicable) shall include, without limitation, information regarding such holders’ direct and indirect

equity and voting ownership and other interests in entities subject to applicable FCC regulations. The Company Parties, in coordination and consultation with the Initial 2L Supporting Holder, shall (i) prepare a questionnaire designed to obtain

all necessary information from holders of 2027 PIK Notes, including, without limitation, a description of the potential consequences, should any such holder fail to submit a complete or timely response, with regard to its ability to participate in

the Equity Conversion and (ii) establish appropriate timelines for the distribution of the questionnaire to such holders and their submission of responses thereto in order to meet the timelines for filing the FCC Application(s) as set forth

herein.

(n) Beasley agrees that it shall not create, issue, sell, or grant any additional equity interests, including Class A common

stock or Class B common stock, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any such equity interests, including any Class A common stock or Class B common stock, in

each case to the extent such action would impede, hinder, delay, or prevent Beasley’s ability to issue the full amount of shares of Class A common stock and Class B common stock required to be issued under Section 8(k)

upon the consummation of the Equity Conversion.

(o) In the event that any of the governance terms set forth in this Agreement or as set

forth in the Definitive Documents are waived, amended, modified, or supplemented in a manner that is contrary to the terms set forth in such in this Agreement or as set forth in the Definitive Documents, such waiver, amendment, modification, or

supplementation shall constitute a breach of this Agreement and the relevant Definitive Document and shall (i) be an event of default under 1L Notes Indenture (solely to the extent that such waiver, amendment, modification, or supplementation

directly affects the rights of the Initial 1L Supporting Holder under this Section 8) and the 2027 PIK Notes Indenture and (ii) trigger the springing maturity condition under the 2027 PIK Notes Indenture without any further

affirmative act by any holder of the 2027 PIK Notes, and upon the delivery of a Notice of Conversion, the Equity Conversion shall occur upon the date of such event of default even if such date is prior to December 31, 2027 (or the Springing

Maturity Date, as applicable), subject to any required FCC and regulatory approvals as set forth herein. The terms of this Section 8 shall survive termination of this Agreement but will terminate automatically (x) with respect to

the Initial 2L Supporting Holder, on the earlier of (i) Initial 2L Supporting Holder Disposition Date and (ii) the date on which the 2027 PIK Notes are repaid in their entirety and (y) with respect to the Initial 1L Supporting Holder,

on the earlier of (i) Initial 1L Supporting Holder Disposition Date and (ii) the date on which the Existing First Lien Notes are repaid in their entirety.

Section 9. Termination.

(a) This Agreement and the obligations of the Parties hereunder will terminate upon the earliest of:

(i) written consent of each Company Party and each Initial Supporting Holder;

(ii) May 15, 2026 (the “Outside Date”), if the Transactions are not consummated by such date in accordance

with the terms hereof and the Exchange Offer Memorandum;

(iii) (A) in the case of the Supporting Holders, the breach by

the Company Parties of any of the terms hereunder that would have a Material Adverse Change (as defined below) on the Transactions that goes unremedied for a period of five Business Days following written notice of such breach (email from Gibson

Dunn to the Company Parties or their counsel being sufficient), and (B) in the case of the Company Parties, (x) the breach by the Supporting Holders of any of the terms hereunder that would have a Material Adverse Change on the

Transactions that goes unremedied for a period of five Business Days following written notice (email being sufficient) to Gibson Dunn from counsel to the Company Parties of such breach; provided, however, that with respect to a breach

by one or more of the Supporting Holders, termination by the Company Parties is only available if such breach results in non-breaching Supporting Holders holding less than 50.01% of the aggregate amount of the

2027 PIK Notes or (y) at any time if the Company Parties exercise the Fiduciary Out in accordance with the terms herein;

(iv) by the Initial 1L Supporting Holder, the Initial 2L Supporting Holder, or the Company Parties upon the issuance by any

governmental authority, or any other regulatory authority or court of competent jurisdiction, of any final non-appealable ruling or order enjoining the consummation of the Transactions;

(v) by the Initial 2L Supporting Holder upon the occurrence, after the date of this Agreement, of any fact, event, change,

effect, development, or circumstance that, individually or together with any other event, change, effect, development, or circumstance, has had or would reasonably be expected to (A) have a material and adverse effect on the financial

condition, business, assets, prospects, liabilities or results of operations of the Company Parties taken as a whole, or (B) have a material and adverse effect on (x) the ability of the Company Parties to perform their respective

obligations under the Existing Indentures or to consummate the Transactions or (y) the ability of the Agent, the Trustee, the Lenders, and/or the Noteholders (each as defined in the Existing Indentures) to enforce their rights and remedies

under the Existing Indentures (any such event, change, effect, development, or circumstance, a “Material Adverse Change”);

(vi) unless consented to or waived by the Initial 1L Supporting Holder or the Initial 2L Supporting Holder, as applicable,

upon:

(A) the entry of a final non-appealable order by any court of competent

jurisdiction invalidating, disallowing, subordinating or limiting, in any respect, as applicable, the enforceability, priority, or validity of the claims of the Supporting Holders;

(B) the commencement of an involuntary bankruptcy case against any of the Company Parties or the filing of an involuntary

petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief in respect of any of the Company Parties or their debts, or of a substantial part of its assets, under any federal, state

or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect (provided that such involuntary proceeding is not dismissed within a period of thirty days after the filing thereof) or if any court

order grants the relief sought in such involuntary proceeding; or

(1) voluntarily commencing any case or filing any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency,

administrative receivership or similar law now or hereafter in effect, (2) consenting to the institution of, or failing to contest in a timely and appropriate manner, any in voluntary proceeding or petition described in clause (B) above,

(3) applying for or consenting to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator or similar official for the Company Parties or for a substantial part of its assets,

(4) filing an answer admitting the material allegations of a petition filed against it in any proceeding described in clause (B) above, (5) making a general assignment or arrangement for the benefit of creditors, or (6) taking any

corporate action for the purpose of authorizing any of the foregoing;

(vii) by the Initial 2L Supporting Holder upon the

board of directors, managers, members, or partners, as applicable, of any Company Party (i) determining that continued performance under this Agreement would be inconsistent with the exercise of its fiduciary duties under applicable law or

(ii) exercising its Fiduciary Out, including to enter into any Alternative Transaction, in accordance with the terms herein; or

(viii) automatically on the Settlement Date (as defined in the Exchange Offer Memorandum).

(b) Notwithstanding anything herein to the contrary, no termination of this Agreement as to either Party shall relieve or otherwise limit the

liability of either Party for any breach of this Agreement occurring prior to such termination as to such Party.

Section 10. Effectiveness of Transactions. The performance by the Supporting Holders of their

commitments and all other obligations under this Agreement, and any other Definitive Document are subject to the satisfaction or waiver of all conditions precedent set forth in Exhibit C attached hereto (the “Conditions

Precedent”).

Section 11. Waivers and Amendments. This Agreement

may be amended, modified, altered or supplemented only by a written instrument executed by the Company Parties, the Initial 2L Supporting Holder, and the Initial 1L Supporting Holder; provided as to the Initial 1L Supporting Holder, solely to

the extent any amendment, modification, alternation, or supplement (or the waiver of any terms herein) has a direct material, adverse, and disproportionate effect on (i) the economic benefits provided to the Initial 1L Supporting Holder

pursuant to the terms of this Agreement or (ii) the rights specifically provided to the Initial 1L Supporting Holder under Section 8 (and any other section that directly affects or implicates such rights); provided that, for

the avoidance of doubt, any amendment, modification, alteration, or supplementation (or the waiver of any terms herein) with respect to Section 8(j) (including any other section that affects or implicates Section 8(j)) shall

require the written consent of the Company Parties, the Initial 2L Supporting Holder and the Initial 1L Supporting Holder. The Parties acknowledge and agree that (i)(x) the Conditions Precedent set forth in Exhibit C hereto under the

caption “Conditions Precedent – Supporting Holders” may only be amended, modified, altered, supplemented or waived, in whole or in part, with the written consent of the Initial 2L Supporting Holder in its sole discretion (other

than any Conditions Precedent that directly affects or implicates the rights of the Initial 1L Supporting Holder under Section 8,

as applicable, which such Conditions Precedent may only be modified, altered, supplemented or waived, in whole or in part, with the written consent of each of the Initial 1L Supporting Holder and

the Initial 2L Supporting Holder) and (y) the Conditions Precedent set forth in Exhibit C hereto under the caption “Conditions Precedent – Company Parties” may only be waived, in whole or in part, with the

written consent of the Company Parties in their sole discretion, (ii) the covenants, agreements and obligations for the benefit of the Company Parties in this Agreement may only be waived by the Company Parties in their sole discretion, and

(iii) the covenants, agreements and obligations for the benefit of the Supporting Holders in this Agreement may only be waived by the Initial Supporting Holders in their sole discretion subject to the consent rights set forth in this

Section 11. No delay on the part of either Party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party to this Agreement of any right, power or

privilege under this Agreement operate as a waiver of any other right, power or privilege under this Agreement, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise

thereof or the exercise of any other right, power or privilege under this Agreement.

Section 12. No

Admissions and Reservation of Rights. Nothing herein shall be deemed an admission of any kind. The Parties acknowledge and agree that this Agreement and all negotiations relating thereto shall not be admissible into evidence in any

proceeding, other than a proceeding to enforce the terms of this Agreement. Except as expressly provided in this Agreement, nothing herein is intended to, does, or shall be deemed in any manner to waive, limit, impair, or restrict the ability of the

Supporting Holders to protect and preserve their rights, remedies and interests, including, but not limited to, any of their rights and remedies, under the Existing Indentures in accordance with the terms thereof. Without limiting the foregoing

sentence in any way, if this Agreement is terminated for any reason or the Transactions are not consummated as provided herein, each Party fully reserves any and all of its respective rights, remedies, and interests.

Section 13. Relationship of Parties. Notwithstanding anything herein to the contrary, (i) the

representations, agreements, duties and obligations of the Parties in all respects under this Agreement shall be several, and not joint and several, (ii) no prior history, pattern or practice of sharing confidences among or between the parties

shall in any way affect or negate this Agreement, (iii) the Parties hereto acknowledge that this Agreement does not constitute an agreement, arrangement or understanding with respect to acting together for the purpose of acquiring, holding,

voting or disposing of any equity securities of the Company Parties and the Parties do not constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act, (iv) the Supporting

Holders shall not have any fiduciary duty, any duty of trust or confidence (other than as set forth under the Existing Indentures and the confidentiality agreement between the Supporting Holders and the Company Parties) in any form, or other duties

or responsibilities of any kind or form to each other, the Company Parties or any of the Company Parties’ other lenders or stakeholders, including as a result of this Agreement or the transactions contemplated herein, and (v) no action

taken by either Party pursuant to this Agreement shall be deemed to constitute or to create a presumption by either Party that the Parties are in any way acting in concert or as such a “group.” All rights under this Agreement are

separately granted to the Supporting Holders by the Company Parties and vice versa, and the use of a single document is for the convenience of the Company Parties. While the Parties agree to cooperate with each other in good faith and as may be

reasonably necessary to carry out the purposes and intent of this Agreement, the Parties acknowledge and agree that no further duty or obligation is implied or shall be imposed upon the Parties by reason of this Agreement except as is expressly set

forth herein.

Section 14. Miscellaneous.

(a) Notices. Any notices or other communications required or permitted under, or otherwise given in connection with, this Agreement

will be in writing and will be deemed to have been duly given (i) when delivered or sent if delivered in Person by courier service or messenger (with a copy to follow promptly via email), (ii) when sent by email, or (iii) on the next

Business Day if transmitted by international overnight courier (with a copy to follow promptly via email), in each case as follows:

If to

the Company Parties, addressed to:

Beasley Broadcast Group, Inc.

3033 Riviera Drive

Suite 200

Naples, Florida 34103

Attention: Chris Ornelas

Email:

chris.ornelas@bbgi.com

and

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004-1304

Attention: Patrick Shannon; Caroline Reckler; Sam Rettew; Jack Anderson

Email: patrick.shannon@lw.com; caroline.reckler@lw.com; samuel.rettew@lw.com; jack.anderson@lw.com

If to the 1L Supporting Holder, address to it at the address set forth on the 1L Supporting Holder’s signature page attached hereto, with

a copy (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP

32 Old Slip

New York, NY 10005

Attention: Nikolas X. Rodriguez; Peter G. Williams

Email: NRodriguez@cahill.com; PWilliams@cahill.com

If to the 2L Supporting Holder, address to it at the address set forth on the 2L Supporting Holder’s signature page attached hereto, with

a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY

10166

Attention: Scott J. Greenberg; Jason Zachary Goldstein; Kevin Liang; Sue Su

Email: SGreenberg@gibsondunn.com; JGoldstein@gibsondunn.com;

KLiang@gibsondunn.com; SSu@gibsondunn.com

(b) Supporting Holders. It is acknowledged that the Supporting Holders and/or their respective affiliates may be acting as Noteholders

as defined in and under the Existing Indentures, and that none of their rights and obligations under the Existing Indentures shall be affected, prior to the effectiveness of the Transactions (and then only to the extent contemplated thereby), by the

Supporting Holders’ performance or lack of performance of their obligations hereunder.

The Supporting Holders hereby consent to the disclosure of the execution, terms and contents of this Agreement by the Company Parties in, or in connection with, the Definitive Documents or as otherwise required by law or regulation; provided,

however, under no circumstances may any Party make any public disclosure of any kind that would disclose either: (i) the holdings of any Supporting Holder (including on any signature pages of any Supporting

Holder, which shall not be publicly disclosed or filed) or (ii) the identity of any Supporting Holder without the prior written consent of such Supporting Holder unless required by

applicable law; provided, further, however, that if disclosure of additional identifying information of the Supporting Holders is required by applicable law, advance notice of the intent to disclose, if permitted by applicable

law, shall be given by the Company Parties to the Supporting Holders (who shall have the right to seek a protective order prior to disclosure).

(d) Governing Law. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without

regard to laws that may be applicable under conflicts of laws principles (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(e) Venue. By execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally agrees that any legal

action, suit, or proceeding with respect to any matter under or arising out of or in connection with this Agreement, or for recognition or enforcement of any judgment rendered in any such action, suit, or proceeding, shall be brought in a court of

competent jurisdiction located in the City of New York in the borough of Manhattan. Each Party irrevocably waives any objection it may have to the venue of any action, suit, or proceeding brought in such court or to the convenience of the forum.

(f) Personal Jurisdiction. By execution and delivery of this Agreement, each of the Parties irrevocably and unconditionally

submits to the personal jurisdiction of a court of competent jurisdiction located in the City of New York in the borough of Manhattan for purposes of any action, suit or proceeding arising out of or relating to this Agreement.

(g) Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO

INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK

TO ENFORCE EITHER OF SUCH WAIVERS, (ii) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE

MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14(g).

(h) Remedies. It is understood and agreed by the Parties that

money damages would be an insufficient remedy for any breach of this Agreement by either Party, and the non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief

(without the posting of any bond and without proof of actual damages) as a remedy of any such breach, including an order of a court of competent jurisdiction requiring the Party to comply promptly with any of its obligations hereunder.

(i) Severability. If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced

by any rule of law or public policy, all other conditions and provisions of this Agreement will nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially

adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the

Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

(j) Assignment. This Agreement and the rights and obligations hereunder may not be

assigned or otherwise transferred by either Party by operation of law or otherwise without the prior written consent of the other Party. Subject to this Section 14(j), this Agreement will be binding upon, inure to the benefit of, and be

enforceable by the Parties and their respective permitted successors and assigns. Any assignment in violation of the foregoing shall be null and void ab initio.

(k) Survival. The terms set forth in Sections 4(b)(6), 8 (excluding Section 8(i) but including

Section 8(j) solely in connection with all commitments, obligations, and other references related to any Asset Sale Proposal), 9(b), and 14 shall survive termination of this Agreement and shall remain in full force and

effect regardless of whether the Transactions are consummated.

(l) No Third-Party Beneficiaries. Unless otherwise expressly stated

or referred to herein, this Agreement shall be solely for the benefit of the Parties and no other person or entity shall be a third-party beneficiary of this Agreement.

(m) Entire Agreement. This Agreement, together with all exhibits attached hereto, constitutes the entire understanding and agreement

among the Parties with regard to the subject matter hereof and supersedes all prior agreements among the Parties with respect thereto.

(n) Counterparts. This Agreement may be executed in one or more counterparts (which may include counterparts delivered by any standard

form of telecommunication), and by the different Parties in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same agreement. Facsimile copies or

“PDF” or similar electronic data format copies of signatures shall constitute original signatures for all purposes of this Agreement and any enforcement hereof.

(o) Headings. The headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or

interpretation of this Agreement.

(p) Exhibits and Schedules Incorporated by Reference. Each of the exhibits, annexes, signatures

pages, and schedules attached hereto is expressly incorporated herein and made a part of this Agreement, and all references to this Agreement shall include such exhibits, annexes, and schedules.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first

above set forth.

COMPANY PARTIES

BEASLEY BROADCAST GROUP, INC.

on behalf of itself and its direct and indirect subsidiaries (including Beasley Mezzanine Holdings, LLC)

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

CAROLINE BEASLEY

By:

/s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

[Signature Page to Transaction Support Agreement]

SCHEDULE 1

SUPPORTING HOLDERS SIGNATURE PAGE

[On file with the Company]

SCHEDULE 2

INITIAL SUPPORTING HOLDERS

[On file with the Company]

EXHIBIT A

COMPANY PARTIES

A-1

EXHIBIT B

EXCHANGE OFFER MEMORANDUM

B-1

EXHIBIT C

CONDITIONS PRECEDENT

EXHIBIT D

FORM OF RESOLUTIONS1

In the event that any of the governance terms set forth in this Agreement or as set forth in the Definitive

Documents are waived, amended, modified, or supplemented in a manner that is contrary to the terms set forth in such in this Agreement or as set forth in the Definitive Documents, such waiver, amendment, modification, or supplementation shall

constitute a breach of this Agreement and the relevant Definitive Document and shall (i) be an event of default under the 2027 PIK Notes Indenture and the 1L Notes Indenture and (ii) trigger the springing maturity condition under the 2027

PIK Notes Indenture without any further affirmative act by any holder of the 2027 PIK Notes, and upon the delivery of a Notice of Conversion, such Equity Conversion shall occur upon the date of such event of default even if such date is prior to

December 31, 2027 (or the Springing Maturity Date, as applicable), subject to any required FCC and regulatory approvals as set forth herein.

EXHIBIT E

FORM OF JOINDER

EX-10.2

Filename: d64747dex102.htm · Sequence: 6

EX-10.2

Exhibit 10.2

Execution Version

LOAN

AND SECURITY AGREEMENT

Dated as of May 1, 2026

among

SIENA LENDING

GROUP LLC,

as Lender,

BEASLEY MEDIA GROUP, LLC, et al.

as Borrowers

and

THE GUARANTORS

Loan and Security Agreement

TABLE OF CONTENTS

Page

1. LOANS AND LETTERS OF CREDIT

1.1

Amount of Loans / Letters of Credit

1.2

Reserves re Revolving Loans / Letters of Credit

1.3

Protective Advances

1.4

Notice of Borrowing; Manner of Revolving Loan Borrowing

1.5

Other Provisions Applicable to Letters of Credit

1.6

Conditions of Making the Loans and Issuing Letters of Credit

1.7

Repayments

1.8

Prepayments / Voluntary Termination / Application of Prepayments

1.9

Obligations Unconditional

1.10

Reversal of Payments

2. INTEREST AND FEES; LOAN ACCOUNT

2.1

Interest

2.2

Fees

2.3

Computation of Interest and Fees

2.4

Loan Account; Monthly Accountings

2.5

Further Obligations; Maximum Lawful Rate

3. SECURITY INTEREST GRANT / POSSESSORY COLLATERAL / FURTHER

ASSURANCES

3.1

Grant of Security Interest

3.2

Possessory Collateral

3.3

Further Assurances

3.4

UCC Financing Statements

3.5

Release of Liens

4. CERTAIN PROVISIONS REGARDING ACCOUNTS, COLLECTIONS, APPLICATIONS OF

PAYMENTS, AND INSPECTION RIGHTS

4.1

Lock Boxes and Blocked Accounts

4.2

Application of Payments

4.3

Notification; Verification

4.4

Power of Attorney

4.5

Disputes

4.6

Intentionally omitted

4.7

Access to Collateral, Books and Records

4.8

Appraisals

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1

Existence and Authority

5.2

Names; Trade Names and Styles

5.3

Title to Collateral; Third Party Locations; Permitted Liens

5.4

Accounts and Chattel Paper

5.5

Electronic Chattel Paper

5.6

Capitalization; Investment Property

5.7

Commercial Tort Claims

5.8

Jurisdiction of Organization; Location of Collateral

-i-

Loan and Security Agreement

5.9

Financial Statements and Reports; Solvency

5.10

Tax Returns and Payments; Pension Contributions

5.11

Compliance with Laws; Intellectual Property; Licenses

5.12

Litigation

5.13

Use of Proceeds

5.14

Insurance

5.15

Financial, Collateral and Other Reporting / Notices

5.16

Litigation Cooperation

5.17

Maintenance of Collateral, Etc.

5.18

Material Contracts

5.19

No Default

5.20

No Material Adverse Change

5.21

Full Disclosure

5.22

Sensitive Payments

5.23

Ultimate Parent and Parent

5.24

Term Debt Permitted Indebtedness

5.25

Negative Covenants

5.26

Financial Covenants

5.27

Employee and Labor Matters

5.28

FCC Matters

5.29

Post Closing Matters

5.30

Restructuring Consultant

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1

Limitation of Liability

6.2

Indemnity/Currency Indemnity

7. EVENTS OF DEFAULT AND REMEDIES

7.1

Events of Default

7.2

Remedies with Respect to Lending Commitments/Acceleration/Etc.

7.3

Remedies with Respect to Collateral

8. LOAN GUARANTY

8.1

Guaranty

8.2

Guaranty of Payment

8.3

No Discharge or Diminishment of Loan Guaranty

8.4

Defenses Waived

8.5

Rights of Subrogation

8.6

Reinstatement; Stay of Acceleration

8.7

Information

8.8

Termination

8.9

Maximum Liability

8.10

Contribution

8.11

Liability Cumulative

9. PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT

OF TAXES

9.1

Taxes

10. GENERAL PROVISIONS

10.1

Notices

-ii-

Loan and Security Agreement

10.2

Severability

10.3

Integration

10.4

Waivers

10.5

Amendment

10.6

Time of Essence

10.7

Expenses, Fee and Costs Reimbursement

10.8

Benefit of Agreement; Assignability

10.9

Recordation of Assignment

10.10

Participations

10.11

Headings; Construction

10.12

USA PATRIOT Act Notification

10.13

Counterparts; Email Signatures

10.14

GOVERNING LAW

10.15

CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS

10.16

Publication

10.17

Confidentiality

10.18

Borrowing Agency Provisions

10.19

Intercreditor Agreement

Information Certificate(s)

Schedule A

Description of Certain Terms

Schedule B

Definitions

Schedule C

Reserved

Schedule D

Reporting

Schedule E

Financial Covenants

Exhibit A

Form of Notice of Borrowing

Exhibit B

Closing Checklist

Exhibit C

Client User Form

Exhibit D

Authorized Accounts Form

Exhibit E

Form of Account Debtor Notification

Exhibit F

Form of Compliance Certificate

Exhibit G

Form of Monthly Financial Model

Exhibit H

Unbilled Accounts Sublimit (Example)

Exhibit I

Scope of Services – Restructuring Consultant

-iii-

Loan and Security Agreement

This Loan and Security Agreement (as it may be amended, restated or otherwise modified from time to time, this

“Agreement”) is entered into as of May 1, 2026 among (1) Siena Lending Group LLC, together with its successors and assigns (“Lender”), (2) Beasley Media Group, LLC, a Delaware limited

liability company (“Media Group” and together with each other Person who from time to time becomes a borrower hereunder, each a “Borrower” and collectively the

“Borrowers”), (3) Beasley Media Group Licenses, LLC, a Delaware limited liability company (“Media Licenses”), (4) Beasley Mezzanine Holdings, LLC, a Delaware limited liability company

(“Parent”), and (5) Beasley Broadcast Group, Inc., a Delaware corporation (“Ultimate Parent” and together with Parent, Media Licenses and each other Person that becomes a

signatory hereto from time to time as a guarantor, each a “Guarantor” and collectively, the “Guarantors”). The Schedules and Exhibits to this Agreement are an integral part of this Agreement and

are incorporated herein by reference. Terms used, but not defined elsewhere, in this Agreement are defined in Schedule B.

LOANS AND LETTERS OF CREDIT.

1.1 Amount of Loans / Letters of Credit.

(a) Revolving Loans and Letters of Credit. Subject to the terms and conditions contained in this Agreement, including Sections 1.3 and

1.6, Lender shall, from time to time prior to the Maturity Date, at Borrowing Agent’s request, (i) make revolving loans to Borrowers (“Revolving Loans”), and (ii) make, or cause or permit a

Participant (as defined in Section 10.10) to make, letters of credit (“Letters of Credit”) available to Borrowers; provided, that after giving effect to each such Revolving Loan and each such Letter of

Credit, (A) the outstanding balance of all Revolving Loans and the Letter of Credit Balance will not exceed the lesser of (x) the Maximum Revolving Facility Amount, minus Reserves and (y) the Borrowing Base, and

(B) none of the other Loan Limits for Revolving Loans will be exceeded. All Revolving Loans shall be made in and repayable in Dollars.

(b) Facility Increase. Borrowing Agent may, from time to time, request in writing that Lender increase the Maximum Revolving Facility

Amount (each a “Facility Increase”). Within 60 days after Borrowing Agent’s request, Lender will notify Borrowing Agent if and to what extent Lender commits to such Facility Increase which determination shall be in

Lender’s discretion. Without limiting the generality of the foregoing, any Facility Increase agreed to by Lender shall be subject to the following terms and conditions:

(i) immediately before and after giving effect to such Facility Increase on the effective date of such increase (the “Increase

Effective Date”), there shall exist no Default or Event of Default;

(ii) after giving effect to such Facility Increase,

the Maximum Revolving Facility Amount shall not exceed $45,000,000;

(iii) no single Facility Increase shall be for an amount less than

$1,000,000 or an integral multiple thereof;

(iv) Borrowing Agent shall deliver to Lender on or before the Increase Effective Date the

following documents in form and substance reasonably satisfactory to Lender: (i) certifications of corporate secretary of each Borrower with attached resolutions certifying that the increase in the Maximum Revolving Facility Amount has been

authorized by each Borrower’s board of directors, (ii) a certificate dated as of the Increase Effective Date certifying that (A) immediately before and after giving effect to such Facility Increase on the Increase Effective Date,

there shall exist no Default or Event of

Default and (B) that the representations and warranties made by Borrowers herein and in the other Loan Documents are true and complete with the same force and effect as if made on and as of

such date (except to the extent any such representation or warranty expressly relates only to any earlier and/or specified date, in which case it shall be true and correct as of such date) and (iii) such other agreements, instruments and

information (including supplements or modifications to this Agreement and/or the other Loan Documents) executed by Borrowers as Lender reasonably deems necessary in order to document such Facility Increase and to protect, preserve and continue the

perfection and priority of the Liens, security interests, rights and remedies of Lender hereunder and under the other Loan Documents in light of such increase; and

(v) on the Increase Effective Date, Borrowers shall pay (x) all reasonable fees, costs and expenses incurred by Lender in connection

with the preparation, negotiation, execution and delivery of all agreements and instruments executed and delivered by Lender and Borrowers in connection with such increase and (y) a Revolving Loan Increase Fee set forth in the Fee Letter, which

fee shall be deemed to be fully earned and payable as of the Increase Effective Date.

1.2 Reserves re Revolving Loans / Letters

of Credit. Lender may, with or without notice to Borrowing Agent, from time to time after the Closing Date establish and revise reserves against the Borrowing Base and/or the Maximum Revolving Facility Amount in such amounts and of such

types as Lender deems appropriate in its Permitted Discretion (“Reserves”). Such Reserves shall be available for Borrowing Agent to view in ABLServe simultaneously with the imposition thereof; provided,

that, unless an Event of Default has occurred and is continuing, Lender shall provide email notice advising Borrowing Agent of such Reserves two (2) Business Days prior to the imposition of such Reserves (during which period

(x) Lender shall be available to discuss any such proposed Reserves with the Borrowing Agent to afford the Borrowing Agent an opportunity to take such action as may be required so that the event, condition or circumstance that is the basis for

such Reserve no longer exists in the manner and to the extent satisfactory to the Lender in its Permitted Discretion and (y) Borrowers may not obtain any new Revolving Loan or Letter of Credit to the extent that, after giving pro forma effect

to such proposed Reserves, such Revolving Loan or Letter of Credit would cause the outstanding balance of all Revolving Loans and the Letter of Credit Balance to exceed the lesser of (a) the Maximum Revolving Facility Amount minus

Reserves and (b) the Borrowing Base) and provided, further, that the Lender may not implement Reserves with respect to matters which are already specifically reflected as ineligible for inclusion in the Borrowing

Base. Without limiting the foregoing, references to Reserves shall include the Dilution Reserve. In no event shall the establishment of a Reserve in respect of a particular actual or contingent liability obligate Lender to make advances to

pay such liability or otherwise obligate Lender with respect thereto.

1.3 Protective Advances. Any contrary provision of

this Agreement or any other Loan Document notwithstanding, Lender is hereby authorized by Borrowers at any time after the occurrence and during the continuance of a Default or an Event of Default, regardless of (a) whether any of the other

applicable conditions precedent set forth in Section 1.6 hereof have not been satisfied or the commitment of Lender to make Loans hereunder has been terminated for any reason, or (b) any other contrary provision of

this Agreement, to make Revolving Loans to, or for the benefit of, Borrowers that Lender, in its sole discretion, deems necessary or desirable (i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the

likelihood of, or maximize the amount of, repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to Borrowers pursuant to the terms of this Agreement (the “Protective Advances”). Any

contrary provision of this Agreement or any other Loan Document notwithstanding, Lender may direct the proceeds of any Protective Advance to Borrowers or to such other Person (on Borrower’s behalf) as Lender determines in its sole discretion.

All Protective Advances shall be payable immediately upon demand.

-2-

1.4 Notice of Borrowing; Manner of Revolving Loan Borrowing. Borrowing

Agent shall request each Revolving Loan by an Authorized Officer submitting such request via ABLServe (or, if requested by Lender, by delivering, in writing or via an Approved Electronic Communication, a Notice of Borrowing substantially in the form

of Exhibit A hereto) (each such request a “Notice of Borrowing”). Subject to the terms and conditions of this Agreement, including Sections 1.1 and 1.6, Lender shall, except as provided in Section 1.3, deliver the

amount of the Revolving Loan requested in the Notice of Borrowing for credit to any account of Borrowers at a bank in the United States of America as Borrowing Agent may specify (provided, that, such account must

be one identified on Section 39 of the Information Certificate(s) and approved by Lender as an account to be used for funding of loan proceeds) by wire transfer of immediately available funds (a) on the same day if the Notice of Borrowing

is received by Lender on or before 11:00 a.m. Eastern Time on a Business Day, or (b) on the immediately following Business Day if the Notice of Borrowing is received by Lender after 11:00 a.m. Eastern Time on a Business Day, or is received by

Lender on any day that is not a Business Day. Lender shall charge to the Revolving Loan Lender’s usual and customary fees for the wire transfer of each Loan.

1.5 Other Provisions Applicable to Letters of Credit. Lender shall, on the terms and conditions set forth in this Agreement

(including the terms and conditions set forth in Section 1.1 and Section 1.6), make Letters of Credit available to Borrowers either by issuing them, or by causing other financial institutions to

issue them supported by Lender’s guaranty or indemnification; provided, that after giving effect to each Letter of Credit, the Letter of Credit Balance will not exceed the Letter of Credit Limit. Notwithstanding anything in this

Agreement, the parties agree that in connection with Lender’s option to make Letters of Credit available to Borrowers by causing other financial institutions to issue Letters of Credit, Lender may cause or permit any Participant under this

Agreement to cause other financial institutions to issue such Letters of Credit and thereafter (a) all such Letters of Credit shall be treated for all purposes under this Agreement as if such Letters of Credit were requested by Borrowing Agent

and made available by Lender, (b) such Participant’s support of such Letters of Credit in the form of a guaranty or indemnification shall be treated as if such support had been made by Lender, (c) Borrowers hereby unconditionally and

irrevocably, jointly and severally agree to pay to Lender the amount of each payment or disbursement made by such Participant or the applicable issuer under any such Letter of Credit honoring any demand for payment thereunder upon demand in

accordance with the reimbursement provisions of this Section 1.5 and agrees that such reimbursement obligations of Borrowers constitute Obligations under this Agreement, and (d) any and all amounts paid by such

Participant or the applicable issuer in respect of any such Letter of Credit will, at the election of Lender, be treated for all purposes as a Revolving Loan, and be payable, in the same manner as a Revolving Loan. Borrowers agree to execute all

documentation reasonably required by Lender and/or the issuer of any Letter of Credit in connection with any such Letter of Credit. Borrowers hereby unconditionally and irrevocably, jointly and severally agree to reimburse Lender and/or the

applicable issuer for each payment or disbursement made by Lender and/or the applicable issuer under any Letter of Credit honoring any demand for payment made thereunder, in each case on the date that such payment or disbursement is made;

provided, that if such disbursement is not so paid, and Borrowers are able to satisfy the conditions to borrowing hereunder, such unreimbursed amount shall be deemed a Revolving Loan. Borrowers’ reimbursement obligations hereunder shall

be irrevocable and unconditional under all circumstances, including (w) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (x) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be

acting), Lender, any Participant, the applicable issuer under any Letter or Credit, or any other Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated

transactions (including any underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), (y) any lack of validity, sufficiency or genuineness of any document which Lender or the applicable issuer has determined

complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in

any respect, or (z) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Any and all amounts paid by Lender and any Participant in respect of a Letter of Credit will, at the election of

Lender, be treated for all purposes as a Revolving Loan, and bear interest, and be payable, in the same manner as a Revolving Loan.

-3-

1.6 Conditions of Making the Loans and Issuing Letters of Credit.

Lender’s obligation to make any Loan or issue or cause any Letter of Credit to be issued under this Agreement is subject to the following conditions precedent (as well as any other conditions set forth in this Agreement or any other Loan

Document), all of which must be satisfied in a manner acceptable to Lender (and as applicable, pursuant to documentation which in each case is in form and substance acceptable to Lender) as of each day that such Loan is made or such Letter of Credit

is issued, as applicable:

(a) Loans and Letters of Credit Made and/or Issued on the Closing Date: With respect to Loans made,

and/or Letters of Credit issued, on the Closing Date, (i) each applicable Loan Party shall have duly executed and/or delivered, or, as applicable, shall have caused such other applicable Persons to have duly executed and or delivered, to Lender

such agreements, instruments, documents and/or certificates listed on the closing checklist attached hereto as Exhibit B; (ii) Lender shall have completed its business and legal due diligence pertaining to the Loan Parties, their

respective businesses and assets, with results thereof satisfactory to Lender in its sole discretion; (iii) Lender’s obligations and commitments under this Agreement shall have been approved by Lender’s credit committee;

(iv) Lender shall be satisfied with the terms and conditions of the Term Debt; (v) Liquidity shall be no less than $5,000,000 (for which at least $3,000,000 of such Liquidity must come from Excess Availability) after giving effect

to such Loans and Letters of Credit made on the Closing Date (which shall be $15,000,000), the payment of all trade payables older than sixty (60) days past due (but solely to the extent such past due payables are not subject to a written

payment plan), the consummation of all transactions contemplated hereby to occur on the Closing Date and other closing costs (including, without limitation, the payment of all professional fees reflected in the funds flow delivered on the Closing

Date), and any book overdraft; (vi) Borrowers shall have paid to Lender all fees due on the date hereof, and shall have paid or reimbursed Lender for all of Lender’s costs, charges and expenses incurred through the Closing Date (and in

connection herewith, Borrowers hereby irrevocably authorize Lender to charge such fees, costs, charges and expenses as Revolving Loans); (vii) there shall not exist any action, suit, investigation, litigation or proceeding pending or to the best

knowledge of any Loan Party, threatened in any court or before any Governmental Authority, including, without limitation, the FCC, that challenges or seeks to enjoin any of the transactions contemplated hereby or by the Term Debt Documents,

(viii) each Main Station FCC License shall be in full force and effect; (ix) Lender shall have received online read-only access to each Loan Party’s Deposit Accounts, and (x) since December 31, 2025, there shall not have

occurred any Material Adverse Effect.

(b) All Loans and/or Letters of Credit: With respect to Loans made and/or Letters of Credit

issued, on the Closing Date and/or at any time thereafter, in addition to the conditions specified in clause (a) above as applicable, (i) Borrowers shall have provided to Lender such information as Lender may require in order to determine

the Borrowing Base, as of such borrowing or issue date, after giving effect to such Loans and/or Letters of Credit, as applicable, in each case, to the extent required to be delivered pursuant to the terms of this Agreement; (ii) each of the

representations and warranties set forth in this Agreement, the Information Certificate(s) and in the other Loan Documents shall be true and correct in all material respects (without duplication of materiality qualifiers therein) as of the date such

Loan is made and/or such Letter of Credit is issued (or to the extent any representations or warranties are expressly made solely as of an earlier date, such representations and warranties shall be true and correct in all material respects (without

duplication of materiality qualifiers therein) as of such earlier date), both before and after giving effect thereto; and (iii) no Default or Event of Default shall be in existence, both before and after giving effect thereto.

-4-

1.7 Repayments.

(a) Revolving Loans/Letters of Credit. If at any time for any reason whatsoever (including without limitation as a result of currency

fluctuations) (i) the sum of the outstanding balance of all Revolving Loans and the Letter of Credit Balance exceeds the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base, or (ii) any of the Loan

Limits for Revolving Loans or Letters of Credit are exceeded, then in each case, Borrowers will immediately and jointly and severally pay to Lender such amounts (or, with respect to the Letter of Credit Balance, provide cash collateral to Lender in

the manner set forth in clause (c) below) as shall cause Borrowers to eliminate such excess (such excess, an “Overadvance”).

(b) Maturity Date Payments / Cash Collateral. All remaining outstanding monetary Obligations (including, all accrued and unpaid fees

described in the Fee Letter) shall be payable in full on the Maturity Date. Without limiting the generality of the foregoing, if, on the Maturity Date, there are any outstanding Letters of Credit, then on such date Borrowers shall provide to Lender

cash collateral in an amount equal to 105% of the Letter of Credit Balance to secure all of the Obligations (including estimated attorneys’ fees and other expenses) relating to said Letters of Credit, pursuant to a cash pledge agreement in

form and substance reasonably satisfactory to Lender.

other Loan Document, Lender receives any payment from or on behalf of Borrowers or any other Person in a currency other than the Currency Due, Lender may convert the payment (including the monetary proceeds of realization upon any Collateral and any

funds then held in a cash collateral account) into the Currency Due at exchange rate selected by Lender in the manner contemplated by Section 6.2(b) and Borrowers shall jointly and severally reimburse Lender on demand for all reasonable costs

they incur with respect thereto. To the extent permitted by law, the obligation shall be satisfied only to the extent of the amount actually received by Lender upon such conversion.

1.8 Prepayments / Voluntary Termination / Application of Prepayments.

(a) Certain Mandatory Prepayment Events. Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans

within three (3) Business Days following the date of each and every Prepayment Event (and within three (3) Business Days following any date thereafter on which proceeds pertaining thereto are received by any Loan Party), in each case

without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by Borrowers, in an amount equal to 100% of the Net Proceeds received by any Loan Party with respect to such Prepayment Event; provided,

that (I) with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Default or Event of Default exists, to the extent that the proceeds received by such Person as a result of

such Prepayment Event do not exceed $500,000 in the aggregate during any Fiscal Year and are actually applied within 180 days of such receipt to (x) replace the property or assets subject to such Prepayment Event with property and/or assets

performing the same or similar functions or (y) repair, replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Loans pursuant to this Section 1.8(a) (pending such

reinvestment such proceeds shall be held in a Blocked Account; provided further to the extent such proceeds are not reinvested within such 180 day period, or any Default or Event of Default occurs during such period, Lender shall apply such

proceeds as a prepayment of the Revolving Loans as provided in this Section 1.8(a)), and (II) with respect to a Prepayment Event of the type described in clause (c) of the definition of Prepayment Event that occurs after the Past Due

Eligibility Criteria Activation Date, only 50% of the Net Proceeds from such event shall be required to be applied to the Obligations in accordance with this Section 1.8(a). Each such prepayment shall be subject to the Early Payment/Termination

Premium in the amount specified in the Fee Letter solely to the extent such payment results in a permanent reduction of Lender’s commitments hereunder in accordance with the terms of this Agreement. Notwithstanding the foregoing, proceeds from

(I) any Permitted Station Sale or Permitted Term Debt Asset Sale shall be applied in accordance with clause (b) below, and (II) the disposition of Term Debt Priority Collateral that is not in connection with a Permitted Station Sale or

Permitted Term Debt Asset Sale shall be applied in accordance with this Section 1.8(a) solely to the extent such proceeds are payable to Lender under the Intercreditor Agreement.

-5-

(b) Permitted Station Sales and Permitted Term Debt Asset Sales.

(i) With respect to any Permitted Station Sale or Permitted Term Debt Asset Sale consummated prior to the Past Due Eligibility Criteria

Activation Date, Borrowers shall be required to prepay the unpaid principal balance of the Revolving Loans within one (1) Business Day following the date on which Net Proceeds pertaining thereto are received by any Loan Party, in each case

without any demand or notice from Lender or any other Person, all of which is hereby expressly waived by the Loan Parties, in the amount equal to the lesser of (A) 100% of the Net Proceeds received by any Loan Party with respect to such Permitted

Station Sale (regardless of the type of assets sold in such sale) or Permitted Term Debt Asset Sale, and (B) the then applicable Past Due AR Amount.

(ii) With respect to any Permitted Station Sales consummated from and after the Past Due Eligibility Criteria Activation Date, Borrowers

shall be required to prepay the unpaid principal balance of the Revolving Loans within one (1) Business Day following the date on which Net Proceeds pertaining thereto are received by any Loan Party, in each case without any demand or notice

from Lender or any other Person, all of which is hereby expressly waived by the Loan Parties, in the amount of 100% of the Net Proceeds of such Permitted Station Sale attributable to any ABL Priority Collateral that is sold as part of such Permitted

Station Sale (which must be no less than the aggregate face amount of all Accounts disposed of in such Permitted Station Sale). Any Net Proceeds of Term Debt Priority Collateral received in connection with a Permitted Station Sale conducted from and

after the Past Due Eligibility Criteria Activation Date may be used to repay Term Debt Permitted Indebtedness in accordance with Section 5.25(c)(xii) of this Agreement and, if not so used, shall be applied in accordance with

Section 1.8(a). With respect to any Net Proceeds of a Permitted Term Debt Asset Sale conducted from and after the Past Due Eligibility Criteria Activation Date, such Net Proceeds may be used to repay the Term Debt Permitted Indebtedness in

accordance with Section 5.25(c)(xii) of this Agreement and, if not so used, shall be applied in accordance with Section 1.8(a).

(c) Voluntary Termination of Loan Facilities. Borrowers may, on at least thirty (30) days prior and irrevocable written notice

received by Lender, permanently terminate the Loan facilities by repaying all of the outstanding Obligations, including all principal, interest and fees with respect to the Revolving Loans, and an Early Payment/Termination Premium in the amount

specified in the Fee Letter. If, on the date of a voluntary termination pursuant to this Section 1.8(c), there are any outstanding Letters of Credit, then on such date, and as a condition precedent to such termination, Borrowers shall provide

to Lender cash collateral in an amount equal to 105% of the Letter of Credit Balance to secure all of the Obligations (including estimated attorneys’ fees and other expenses) relating to said Letters of Credit, pursuant to a cash pledge

agreement in form and substance reasonably satisfactory to Lender. From and after such date of termination, Lender shall have no obligation whatsoever to extend any additional Loans or Letters of Credit and all of its lending commitments hereunder

shall be terminated.

1.9 Obligations Unconditional.

(a) The payment and performance of all Obligations shall constitute the absolute and unconditional obligations of each Loan Party and shall be

independent of any defense or rights of set-off, recoupment or counterclaim which any Loan Party or any other Person might otherwise have against Lender or any other Person. All payments required by this

Agreement and/or the other Loan Documents shall be made in Dollars (unless payment in a different currency is expressly provided otherwise in the applicable Loan Document).

-6-

(b) If, at any time and from time to time after the Closing Date (or at any time before or

after the Closing Date with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith, or (y) all requests,

rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case for purposes of this

clause (y) pursuant to Basel III, regardless of the date enacted, adopted or issued), (i) any change in any existing law, regulation, treaty or directive or in the interpretation or application thereof, (ii) any new law, regulation, treaty

or directive enacted or application thereof, or (iii) compliance by Lender with any request or directive (whether or not having the force of law) from any Governmental Authority, central bank or comparable agency (A) subjects Lender to any

tax, levy, impost, deduction, assessment, charge or withholding of any kind whatsoever with respect to any Loan Document, or changes the basis of taxation of payments to Lender of any amount payable thereunder (other than (1) Indemnified Taxes,

(2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (3) Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits

Taxes), or (B) imposes on Lender any other condition or increased cost in connection with the transactions contemplated thereby or participations therein, and the result of any of the foregoing is to increase the cost to Lender of making or

continuing any Loan or Letter of Credit or to reduce any amount receivable hereunder or under any other Loan Documents, then, in any such case, Borrowers shall promptly and jointly and severally pay to Lender, when notified to do so by Lender, any

additional amounts necessary to compensate Lender, on an after-tax basis, for such additional cost or reduced amount as determined by Lender. Each such notice of additional amounts payable pursuant to this

Section 1.9(b) submitted by Lender to Borrowing Agent shall, absent manifest error, be final, conclusive and binding for all purposes.

(c) This Section 1.9 shall remain operative even after the Termination Date and shall survive the payment in full of all of the

Obligations.

1.10 Reversal of Payments. To the extent that any payment or payments made to or received by Lender

pursuant to this Agreement or any other Loan Document are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid to any trustee, receiver or other Person under any state, federal or other bankruptcy

or other such applicable law, then, to the extent thereof, such amounts (and all Liens, rights and remedies therefore) shall be revived as Obligations (secured by all such Liens) and continue in full force and effect under this Agreement and under

the other Loan Documents as if such payment or payments had not been received by Lender. This Section 1.10 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

INTEREST AND FEES; LOAN ACCOUNT.

2.1

Interest.

(a) All Loans and other monetary Obligations shall bear interest at the interest rate(s) set forth in Section 3 of Schedule A, and

accrued interest shall be payable (a) on the first day of each month in arrears, (b) upon a prepayment of such Loan in accordance with Section 1.8, and (c) on the Maturity Date; provided, that after the occurrence

and during the continuation of an Event of Default, all Loans and other monetary Obligations shall bear interest at a rate per annum equal to three (3) percentage points in excess of the rate otherwise applicable thereto (the

“Default Rate”), and all such interest shall be payable on demand. Changes in the interest rate shall be effective as of the date of any change in the Base Rate or Term SOFR, as applicable. Subject to the terms and

conditions set forth herein, all Loans shall be Term SOFR Loans or under the circumstances set forth in Section 2.1(d) or (e), Base Rate Loans; provided that if an Event of Default has occurred and is continuing, the interest rate

applicable to all Loans and other Obligations may be converted to the Base Rate at the election of the Lender.

-7-

(b) Any Term SOFR Loans shall bear interest at Term SOFR for a period commencing on the

first day of a calendar month and ending on the last day of such calendar month (the “Interest Period”) unless and until converted to Loans bearing interest at the Base Rate in accordance with

Section 2.1(a), Section 2.1(d) or Section 2.1(e) below.

(c)

Term SOFR may be adjusted by Lender on a prospective basis to take into account any increased costs due to changes in applicable law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws

(except changes of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the

cost of maintaining loans under this Agreement bearing interest based upon Term SOFR. In any such event, Lender shall give Borrowers notice of such a determination and adjustment and, upon its receipt of the notice from Lender, Borrowers may, by

notice to Lender (A) require Lender to furnish to Borrowers a statement setting forth the basis for adjusting Term SOFR and the method for determining the amount of such adjustment or (B) repay the portion of the Loans bearing interest

based upon Term SOFR with respect to which such adjustment is made. Upon any such repayment, Borrowers shall also pay accrued interest on the amount so repaid.

(d) If Lender determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for Lender or

its applicable lending office to maintain any Loan with interest determined by reference to Term SOFR, or to determine or charge interest rates based upon Term SOFR, then, upon notice thereof by Lender to Borrowers, any obligation of Lender to

maintain any Term SOFR Loan shall be suspended until Lender notifies Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, Borrowers shall, upon demand from Lender, convert the Term SOFR

Loans to loans bearing interest at the Base Rate, either on the last day of the applicable Interest Period, if Lender may lawfully continue to maintain such Term SOFR Loans to such day, or immediately, if Lender may not lawfully continue to maintain

such Term SOFR Loans until Lender determines that it is no longer illegal for Lender to determine or charge interest rates based upon Term SOFR. Upon any such conversion, Borrowers shall also pay accrued interest on the amount so converted, together

with any additional amounts required pursuant to the Fee Letter.

(e) Notwithstanding anything to the contrary in this Agreement or any

other Loan Documents, but without limiting Section 2.1(d) above, if Lender determines (which determination shall be conclusive and binding upon all parties hereto absent manifest error), that:

(i) adequate and reasonable means do not exist for ascertaining Term SOFR for any Interest Period because Term SOFR is not available or

published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the SOFR Administrator or a Governmental

Authority having jurisdiction over Lender has made a public statement identifying a specific date after which Term SOFR shall no longer be made available, or used for determining the interest rate of loans; provided, that, at

the time of such statement, there is no successor administrator that is satisfactory to Lender, that will continue to provide Term SOFR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this

Section 2.1(e), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR;

-8-

then, reasonably promptly after such determination by Lender, Lender may amend this Agreement to replace

Term SOFR with (A) the Base Rate, or (B) if administratively feasible and acceptable to Lender in its sole discretion (1) one or more other SOFR-Based Rates or (2) another alternate benchmark rate giving due consideration to any

evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to

any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks (such as the margin applicable thereto) which adjustment or method for calculating such adjustment shall be published on an

information service as selected by Lender from time to time in its reasonable discretion and may be periodically updated (the “Adjustment”; and any such proposed rate, a “Term SOFR Successor

Rate”). Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after Lender shall have posted such proposed amendment to Borrowers. Such Term SOFR Successor Rate shall be applied in a manner consistent with

market practice; provided, that to the extent such market practice is not administratively feasible for Lender, such Term SOFR Successor Rate shall be applied in a manner as otherwise reasonably determined by Lender. If no Term

SOFR Successor Rate has been determined and the circumstances under clause (e)(i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Lender will promptly so notify Borrowers. Thereafter, the obligation of the

Lender to make or maintain Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans or Interest Period). Upon receipt of such notice, Borrowers may revoke any pending request for a borrowing of Term SOFR Loans (to the extent

of the affected Term SOFR Loans or Interest Period) or, failing that, will be deemed to have converted such request into a request for a Loans bearing interest at the Base Rate in the amount specified therein. In connection with the implementation

of a Term SOFR Successor Rate, Lender will have the right to make Term SOFR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Term

SOFR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

Anything to the contrary contained herein notwithstanding, Lender is not required actually to match fund any Obligation as to which interest

accrues based on Term SOFR.

2.2 Fees. Borrowers shall jointly and severally pay Lender the fees set forth in the Fee

Letter on the dates set forth therein, which fees are in addition to all fees and other sums payable by Borrowers or any other Person to Lender under this Agreement or under any other Loan Document, and, in each case, are not refundable once paid.

2.3 Computation of Interest and Fees. All interest and fees shall be calculated daily on the outstanding monetary

Obligations based on the actual number of days elapsed in a year of 360 days.

2.4 Loan Account; Monthly Accountings.

Lender shall maintain a loan account for Borrowers reflecting all outstanding Loans and the Letters of Credit Balance, along with interest accrued thereon and such other items reflected therein (the “Loan Account”), and

shall provide Borrowing Agent with a monthly accounting reflecting the activity in the Loan Account, viewable by Borrowing Agent on ABLServe. Each accounting shall be deemed correct, accurate and binding on Borrowers and an account stated (except

for reverses and reapplications of payments made and corrections of errors discovered by Lender), unless Borrowing Agent notifies Lender in writing to the contrary within thirty (30) days after such account is rendered, describing the nature of

any alleged errors or omissions. However, Lender’s failure to maintain the Loan Account or to provide any such accounting shall not affect the legality or binding nature of any of the Obligations. Interest, fees and other monetary Obligations

due and owing under this Agreement (including fees and other amounts paid by Lender to issuers of Letters of Credit) may, in Lender’s discretion, be charged to the Loan Account, and will thereafter be deemed to be Revolving Loans and will bear

interest at the same rate as other Revolving Loans.

-9-

2.5 Further Obligations; Maximum Lawful Rate. With respect to all

monetary Obligations for which the interest rate is not otherwise specified herein (whether such Obligations arise hereunder or under any other Loan Document, or otherwise), such Obligations shall bear interest at the rate(s) in effect from time to

time with respect to the applicable Loan to which such Obligations relate and shall be payable upon demand by Lender. In no event shall the interest charged with respect to any Loan or any other Obligation exceed the maximum amount permitted under

applicable law. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable or other amounts hereunder or under any other Loan Document (the “Stated Rate”) would exceed the

highest rate of interest or other amount permitted under any applicable law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would be so exceeded, the rate of interest and other amounts

payable shall be equal to the Maximum Lawful Rate; provided, that, if at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, Borrowers shall, to the extent permitted by applicable law, continue to

pay interest and such other amounts at the Maximum Lawful Rate until such time as the total interest and other such amounts received is equal to the total interest and other such amounts which would have been received had the Stated Rate been (but

for the operation of this provision) the interest rate payable or such other amounts payable. Thereafter, the interest rate and such other amounts payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum

Lawful Rate, in which event this provision shall again apply. In no event shall the total interest or other such amounts received by Lender exceed the amount which it could lawfully have received had the interest and other such amounts been

calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, Lender has received interest or other such amounts hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the

reduction of the principal balance of the Loans or to other Obligations (other than interest) payable hereunder, and if no such principal or other Obligations are then outstanding, such excess or part thereof remaining shall be paid to Borrowers. In

computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is

made.

SECURITY INTEREST GRANT / POSSESSORY COLLATERAL / FURTHER ASSURANCES.

3.1 Grant of Security Interest. Subject to the last sentence of this Section 3.1, to secure the full payment and

performance of all of the Obligations and subject to the Intercreditor Agreement, each Loan Party hereby assigns to Lender and grants to Lender a continuing security interest in all property of such Loan Party, whether tangible or intangible, real

or personal, now or hereafter owned, existing, acquired or arising and wherever now or hereafter located, and whether or not eligible for lending purposes, including: (a) all Accounts (whether or not Eligible Billed Accounts or Eligible

Unbilled Accounts) and all Goods whose sale, lease or other disposition by such Loan Party has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, such Loan Party; (b) all Chattel Paper (including

Electronic Chattel Paper), Instruments, Documents, and General Intangibles (including all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations,

licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, payment intangibles, security interests, security deposits and rights to indemnification); (c) all

Inventory; (d) all Goods (other than Inventory), including Equipment, Farm Products, Health-Care-Insurance Receivables, vehicles, and Fixtures; (e) all Investment Property, including, without limitation, all rights, privileges, authority,

and powers of such Loan Party as an owner or as a holder of Pledged Equity, including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of such Loan Party as a member, equity holder or

shareholder, as applicable, of each Issuer; (f) all Deposit Accounts, bank accounts, deposits and cash; (g) all Letter-of-Credit Rights; (h) all

Commercial Tort Claims listed in Section 40 of the Information Certificate(s); (i) all Supporting Obligations; (j) any other property of such Loan Party now or hereafter in the possession, custody or control of Lender or any agent or

any parent, Affiliate or Subsidiary of Lender

-10-

or any Participant with Lender in the Loans, for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), and (k) all additions and accessions

to, substitutions for, and replacements, products and Proceeds of the foregoing property, including proceeds of all insurance policies insuring the foregoing property, and all of such Loan Party’s books and records relating to any of the

foregoing and to such Loan Party’s business.

Notwithstanding the foregoing, no Loan Party shall pledge, and the Collateral shall

not include, (1) any lease, license, contract, property right or agreement to which any Loan Party is a party or any of its rights or interests thereunder if and only for so long as the grant of a security interest hereunder shall constitute or

result in a breach, termination or default under any such lease, license, contract, property right or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections

9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other

applicable law or principles of equity), (2) Equipment or other property owned by any Loan Party on the date hereof or hereafter acquired that is subject to a Lien securing Financing Leases and purchase money Indebtedness permitted to be incurred

pursuant to clause (a) of the definition of Permitted Liens to the extent and for so long as the documentation providing for such Financing Leases and purchase money Indebtedness prohibits the creation of a Lien on such

assets (other than to the extent that any such term or prohibition would be rendered ineffective after giving effect to Section 9-406, 9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) or any other applicable law (including the Bankruptcy Code), (3) any United States intent-to-use trademark applications to the extent that the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark applications under applicable Federal law, (4) FCC Licenses to the extent (but only to the extent) it is unlawful to grant a security interest

therein (but solely to the extent that any such restriction shall be enforceable under applicable law), and (5) other assets and property to the extent such assets and property are subject to a term or a rule of law, statute or regulation that

restricts, prohibits, or requires a consent (that has not been obtained) of a Person (other than such Loan Party) to, the creation, attachment or perfection of the security interest granted herein, and any such restriction, prohibition and/or

requirement of consent is effective and enforceable under applicable law and is not rendered ineffective by applicable law (including, without limitation, pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC); provided, that with respect to any such limitation (a “Restricting

Condition”) described in the foregoing (other than clause (3) above): (I) upon the request of Lender, such Loan Party shall use commercially reasonable efforts to obtain any requisite consent for the creation of such Lien in

favor of Lender on such property, (II) immediately upon the obtaining of any consent or the ineffectiveness, lapse or termination of any Restricting Condition, the Collateral shall include, and such Loan Party shall be deemed to have granted a

Lien on such property under the applicable Loan Documents as if such Restricting Condition had never been in effect; (III) the foregoing shall not constitute Excluded Collateral if the Restricting Condition was implemented or incurred in

contemplation of, or for the purposes of avoiding, the attachment or perfection of Lender’s security interest hereunder, and (IV) notwithstanding any such restriction, the Collateral shall, to the extent such restriction does not by its

terms apply thereto and such rights and proceeds do not otherwise constitute Excluded Collateral, include all rights incident or appurtenant to any such property, and the right to receive all proceeds derived from, or in connection with the sale,

assignment or transfer of, such property (collectively, “Excluded Collateral”).

3.2 Possessory

Collateral. Subject to the Intercreditor Agreement, promptly, but in any event no later than five (5) Business Days after any Loan Party’s receipt of any portion of the Collateral evidenced by an agreement, Instrument or

Document, including any Tangible Chattel Paper, in each case with a value in excess of $250,000, and any Investment Property consisting of certificated securities, such Loan Party shall deliver the original thereof to Lender together with an

appropriate endorsement or other specific evidence of assignment thereof to Lender (in form and substance acceptable to Lender). If an endorsement or assignment of any such items shall not be made for any reason, Lender is hereby irrevocably

authorized, as attorney and agent-in-fact (coupled with an interest) for each Loan Party, to endorse or assign the same on such Loan Party’s behalf.

-11-

3.3 Further Assurances.

(a) Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, acquires any direct or indirect Subsidiary

after the Closing Date, within ten (10) days of such event (or such later date as permitted by Lender in its sole discretion) (i) cause such new Subsidiary to become a Loan Party and to grant Lender a first priority Lien (subject to the

terms of the Intercreditor Agreement and any Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (ii) provide, or cause the applicable Loan Party to provide, to Lender a pledge agreement and appropriate certificates

and powers or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary in form and substance reasonably satisfactory to Lender (which pledge, if reasonably requested by Lender, shall be governed by the

laws of the jurisdiction of such Subsidiary), and (iii) provide to Lender all other documentation, including one or more opinions of counsel reasonably satisfactory to Lender, which, in its opinion, is appropriate with respect to the execution

and delivery of the applicable documentation referred to above (including policies of title insurance, flood certification documentation or other documentation with respect to all real property owned in fee and subject to a mortgage). Any document,

agreement, or instrument executed or issued pursuant to this Section 3.3 shall constitute a Loan Document.

(b) Each Loan Party will,

and will cause each of the other Loan Parties to, at any time upon the reasonable request of Lender, execute or deliver to Lender any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of

trust, opinions of counsel, and all other documents (the “Additional Documents”) that Lender may reasonably request in form and substance reasonably satisfactory to Lender, to create, perfect, and continue to be perfected

or to better perfect Lender’s Liens in all of the assets of each of the Loan Parties (whether now owned or hereafter arising or acquired, tangible or intangible, real or personal), to create and perfect Liens in favor of Lender in any real

property acquired by any other Loan Party with a fair market value in excess of $2,000,000, and in order to fully consummate all of the transactions contemplated hereby and under the other Loan Documents. To the maximum extent permitted by

applicable law, if any Borrower or any other Loan Party refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time following the request to do so, each Borrower and each other Loan Party

hereby authorizes Lender to execute any such Additional Documents in the applicable Loan Party’s name and authorizes Lender to file such executed Additional Documents in any appropriate filing office.

(c) Each Loan Party shall, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver (and/or use commercially

reasonable efforts to cause such other applicable Person to take, execute, acknowledge and deliver) all such further acts, documents, agreements and instruments as Lender shall deem reasonably necessary in order to (i) carry out the intent and

purposes of the Loan Documents and the transactions contemplated thereby, (ii) establish, create, preserve, protect and perfect a first priority lien (subject only to Permitted Liens) in favor of Lender in all Collateral (wherever located) from

time to time owned by the Loan Parties, (iii) cause each Loan Party to guarantee all of the Obligations, all pursuant to documentation that is in form and substance reasonably satisfactory to Lender in its Permitted Discretion and

(iv) facilitate the collection of the Collateral. Without limiting the foregoing, each Loan Party shall, at its own cost and expense, promptly and duly take, execute, acknowledge and deliver (and/or use commercially reasonable efforts to cause

such other applicable Person to take, execute, acknowledge and deliver) to Lender all promissory notes, security agreements, agreements with landlords, mortgagees and processors and other bailees, subordination and intercreditor agreements and other

agreements, instruments and documents, in each case in form and substance reasonably acceptable to Lender, as Lender may reasonably request from time to time to perfect, protect, and maintain Lender’s security interests in the Collateral,

including the required priority thereof, and to fully carry out the transactions contemplated by the Loan Documents.

-12-

3.4 UCC Financing Statements. Each Loan Party authorizes Lender to

file, transmit, or communicate, as applicable, from time to time, Uniform Commercial Code financing statements, along with amendments and modifications thereto, in all filing offices selected by Lender, listing such Loan Party as the debtor and

Lender as the secured party, and describing the collateral covered thereby in such manner as Lender may elect, including using descriptions such as “all personal property of debtor” or “all assets of debtor” or words of

similar effect. Each Loan Party also hereby ratifies its authorization for Lender to have filed in any filing office any financing statements filed prior to the date hereof.

3.5 Release of Liens. Subject to the Intercreditor Agreement, in the event that any Loan Party sells, transfers or otherwise

disposes of all or any portion of any of the equity interests or assets of any Loan Party to a Non-Affiliate in a transaction expressly permitted by this Agreement, the Liens on such assets created by any Loan

Document shall be automatically released and Lender shall take such actions and execute such documents as may be reasonably requested by the Borrowers in writing and at the Borrowers’ expense, in each case, to evidence the release of such

Liens. In addition, Lender agrees to take such actions as are reasonably requested by the Borrowers in writing and at the Borrowers’ expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations

(other than contingent indemnification Obligations and expense reimbursement claims to the extent no claim therefor has been made) are paid in full, all Letters of Credit have been cancelled or fully cash collateralized or have expired and all

amounts drawn or paid thereunder have been reimbursed in full and Lender’s commitment to make Revolving Loans has terminated in accordance with the terms of this Agreement.

CERTAIN PROVISIONS REGARDING ACCOUNTS, COLLECTIONS, APPLICATIONS OF PAYMENTS, AND INSPECTION RIGHTS.

4.1 Lock Boxes and Blocked Accounts. Each Loan Party hereby represents and warrants that all

Deposit Accounts and all other depositary and other accounts maintained by each Loan Party as of the Closing Date (including any securities and/or investment accounts) are described in Section 39 of the Information Certificate(s), which

description includes for each such account the name of the Loan Party maintaining such account, the name, of the financial institution at which such account is maintained, the account number, and the purpose of such account. After the Closing Date,

no Loan Party shall open any new Deposit Accounts or any other depositary or other accounts (including securities and/or investment accounts) without the prior written consent of Lender (which consent may, in Lender’s discretion, be

conditioned on the Loan Parties delivering a Control Agreement for such account) and without updating Section 39 of the Information Certificate(s) to reflect such Deposit Accounts or other accounts, as applicable, and ensuring such Deposit

Account is subject to a Control Agreement. No Deposit Accounts or other accounts of any Loan Party shall at any time constitute a Restricted Account other than accounts expressly indicated on Section 39 of the Information Certificate(s) as

being a Restricted Account (and each Loan Party hereby represents and warrants that each such account shall at all times meet the requirements set forth in the definition of Restricted Account to qualify as a Restricted Account). Each Loan Party

will, at its expense, establish (and revise from time to time as Lender may require) procedures acceptable to Lender, in Lender’s Permitted Discretion, for the collection of checks, wire transfers and all other proceeds of all of such Loan

Party’s Accounts and other Collateral (“Collections”), which shall include (a) directing all Account Debtors to send all Account proceeds directly to a post office box designated by Lender either in the name of

such Loan Party (but as to which Lender has exclusive access) or, at Lender’s option, in the name of Lender (a “Lock Box”), and/or (b) depositing all Collections received by such Loan Party into one or more bank

accounts maintained in the name of such Loan Party (but as to which Lender has exclusive access and control) or, at Lender’s option, in the name of Lender (each, a “Blocked Account”), under an arrangement acceptable

to Lender with a depository bank acceptable to Lender, pursuant to which Lender shall have sole dominion over such Blocked Account and all funds deposited into each Blocked Account shall be transferred to Lender in such manner, and with such

frequency, as Lender shall specify, and/or (c) a combination of the foregoing. Each Loan Party agrees to execute, and to cause its depository banks and

-13-

other account holders to execute, such Lock Box and Control Agreements and other documentation as Lender shall require from time to time in connection with the foregoing, all in form and

substance acceptable to Lender, and in any event such arrangements and documents must be in place on the date hereof with respect to accounts in existence on the date hereof, or at the time of any such account being opened with respect to any such

account opened after the date hereof, in each case excluding Restricted Accounts. On the Closing Date (and at all times thereafter), each Loan Party shall provide Lender with online read-only access to such Loan Party’s Deposit Accounts and

investment accounts constituting securities accounts and maintain such access in effect for Lender throughout the term of this Agreement and until all Obligations have been paid in full, all in a manner acceptable to Lender in its Permitted

Discretion. Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Authorized Accounts form regarding Borrowers’ operating account(s) into which the proceeds of Loans are to be paid in the form of

Exhibit D annexed hereto. For the avoidance of doubt, each Loan Party acknowledges and agrees that all of its Deposit Accounts that constitute collection accounts shall be subject to full dominion Control Agreements and all of each Loan

Party’s operating and disbursement Deposit Accounts shall be subject to springing Control Agreements.

4.2 Application of

Payments. All amounts paid to or received by Lender in respect of the monetary Obligations, from whatever source (whether from any Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any

realization upon any Collateral, or otherwise) shall, unless otherwise directed by Borrowing Agent with respect to any particular payment (unless an Event of Default shall then be continuing, in which event Lender may disregard Borrowing

Agent’s direction), be applied by Lender to the Obligations in such order as Lender may elect, and absent such election shall be applied as follows:

(a) FIRST, to reimburse Lender for all out-of-pocket costs and

expenses, and all indemnified losses, incurred by Lender which are reimbursable to Lender in accordance with this Agreement and/or any of the other Loan Documents,

(b) SECOND, to any accrued but unpaid interest on any Protective Advances,

(d) FOURTH, to any accrued but unpaid fees owing to Lender under this Agreement and/or any other Loan Documents,

(e) FIFTH, to any unpaid accrued interest on the Obligations,

(f) SIXTH, to the outstanding principal of the Obligations, and, to the extent required by this Agreement, to cash collateralize the Letter of

Credit Balance, and

(g) SEVENTH, to the payment of any other outstanding Obligations; and after payment in full in cash of all of the

outstanding monetary Obligations, any further amounts paid to or received by Lender in respect of the Obligations (so long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled

thereto. For purposes of determining the Borrowing Base, such amounts will be credited to the Loan Account and the Collateral balances to which they relate upon Lender’s receipt of an advice from Lender’s Bank (set forth in

Section 5 of Schedule A) that such items have been credited to Lender’s account at Lender’s Bank (or upon Lender’s deposit thereof at Lender’s Bank in the case of payments received by Lender in kind), in each case

subject to final payment and collection. However, for purposes of computing interest on the Obligations, such items shall be deemed applied by Lender three (3) Business Days after Lender’s receipt of advice of deposit thereof at

Lender’s Bank.

-14-

4.3 Notification; Verification. Lender or its designee may, from time

to time, whether or not a Default or Event of Default has occurred: (a) verify directly with the Account Debtors of the Loan Parties (or by any reasonable manner and through any reasonable medium Lender considers advisable in the exercise of

its Permitted Discretion) the validity, amount and other matters relating to the Accounts and Chattel Paper of the Loan Parties, by means of mail, telephone or otherwise, either in the name of the applicable Loan Party or Lender or such other name

as Lender may choose, (b) notify Account Debtors of the Loan Parties that Lender has a security interest in the Accounts of the Loan Parties, and (c) require any Loan Party to cause all invoices and statements which it sends to Account

Debtors or other third parties to be marked, in a manner satisfactory to Lender, to reflect Lender’s security interest therein. Subject to the Intercreditor Agreement, Lender or its designee may, from time to time after the occurrence and

during the continuance of an Event of Default: (y) direct such Account Debtors to make payment thereof directly to Lender; such notification to be sent on the letterhead of such Loan Party and substantially in the form of Exhibit E annexed

hereto; and (z) demand, collect or enforce payment of any Accounts and Chattel Paper (but without any duty to do so). Each Loan Party hereby authorizes Account Debtors to make payments directly to Lender and to rely on notice from Lender

without further inquiry. Lender may on behalf of each Loan Party endorse all items of payment received by Lender that are payable to such Loan Party for the purposes described above.

4.4 Power of Attorney.

Each Loan Party hereby grants to Lender an irrevocable power of attorney, coupled with an interest, authorizing and permitting Lender (acting

through any of its officers, employees, attorneys or agents), at Lender’s option (and solely with respect to any actions taken by Lender under Section 4.4(a) below, in the exercise of its Permitted Discretion), but without obligation,

with or without notice to such Loan Party, and at such Loan Party’s expense, to do any or all of the following, in such Loan Party’s name or otherwise, subject to the terms of the Intercreditor Agreement:

(a) (i) execute on behalf of such Loan Party any documents that Lender may deem reasonably necessary in order to perfect, protect and maintain

Lender’s security interests, and priority thereof, in the Collateral (including such financing statements and continuation financing statements, and amendments or other modifications thereto, as Lender shall deem necessary or appropriate);

(ii) endorse such Loan Party’s name on all checks and other forms of remittances received by Lender; (iii) receive and otherwise take control in any manner of any cash or non-cash items of payment

or Proceeds of Collateral; (iv) endorse or assign to Lender on such Loan Party’s behalf any portion of Collateral evidenced by an agreement, Instrument or Document if an endorsement or assignment of any such items is not made by Borrowers

pursuant to Section 3.2; and (v) receive, open and process all mail addressed to such Loan Party at any post office box/lockbox maintained by Lender for such Loan Party or at any other business premises of Lender with Collections to be

promptly transferred to the Blocked Account and any mail unrelated to Collections to be promptly remitted to such Loan Party along with copies of all other mail addressed to such Loan Party and received by Lender; and

(b) after the occurrence and during the continuance of an Event of Default and subject to the terms and conditions of Section 7 of this

Agreement and the Intercreditor Agreement: (i) execute on behalf of such Loan Party any document exercising, transferring or assigning any option to purchase, sell or otherwise dispose of or lease (as lessor or lessee) any real or personal

property which is part of the Collateral or in which Lender has an interest; (ii) execute on behalf of such Loan Party any invoices relating to any Accounts, any draft against any Account Debtor, any proof of claim in bankruptcy, any notice of

Lien or claim, and any assignment or satisfaction of mechanic’s, materialman’s or other Lien; (iii) except as otherwise provided in Section 4.3 hereof, execute on behalf of such Loan Party any notice to any Account Debtor;

(iv) pay, contest or settle any Lien, charge, encumbrance, security interest and adverse claim in or to any of the Collateral, or any judgment based thereon, or otherwise take any action to terminate or

-15-

discharge the same; (v) grant extensions of time to pay, compromise claims relating to, and settle Accounts, Chattel Paper and General Intangibles for less than face value and execute all

releases and other documents in connection therewith; (vi) settle and adjust, and give releases of, any insurance claim that relates to any of the Collateral and obtain payment therefor; (vii) instruct any third party having custody or

control of any Collateral or books or records belonging to, or relating to, such Loan Party to give Lender the same rights of access and other rights with respect thereto as Lender has under this Agreement or any other Loan Document;

(viii) change the address for delivery of such Loan Party’s mail; (ix) vote any right or interest with respect to any Investment Property; (x) instruct any Account Debtor to make all payments due to such Loan Party directly to

Lender; (xi) pay any sums required on account of such Loan Party’s taxes or to secure the release of any Liens therefor; and (xii) pay any amounts necessary to obtain, or maintain in effect, any of the insurance described in

Section 5.14.

Any and all sums paid, and any and all costs, expenses, liabilities, obligations and reasonable attorneys’ fees incurred, by

Lender with respect to the foregoing shall be added to and become part of the Obligations, shall be payable on demand, and shall bear interest at a rate equal to the highest interest rate applicable to any of the Obligations at such time. Each Loan

Party agrees that Lender’s rights under the foregoing power of attorney and/or any of Lender’s other rights under this Agreement or the other Loan Documents shall not be construed to indicate that Lender is in control of the business,

management or properties of such Loan Party.

4.5 Disputes. Each Loan Party shall promptly notify Lender of all

disputes or claims relating to its Accounts and Chattel Paper, the amount of which exceeds, individually or in the aggregate $250,000. Each Loan Party agrees that it will not, without Lender’s prior written consent, compromise or settle any of

its Accounts or Chattel Paper for less than the full amount thereof, grant any extension of time for payment of any of its Accounts or Chattel Paper, release (in whole or in part) any Account Debtor or other person liable for the payment of any of

its Accounts or Chattel Paper or grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of its Accounts or Chattel Paper; except (unless otherwise directed by Lender during the existence of a

Default or an Event of Default) such Loan Party may take any of such actions in the ordinary course of its business consistent with past practices, provided, that Borrowers promptly report the same to Lender to the extent the amount of

any such Account or Chattel Paper exceeds $250,000.

4.6 Intentionally omitted.

4.7 Access to Collateral, Books and Records. At reasonable times, and, so long as no Default or Event of Default exists, with

reasonable prior notice to Borrowers, Lender and/or its representatives or agents shall have the right to inspect the Collateral, and the right to examine and copy each Loan Party’s books and records. Each Loan Party agrees to give Lender

access to any or all of such Loan Party’s, and each of its Subsidiaries’, premises to enable Lender to conduct such inspections and examinations. Such inspections and examinations shall be at Borrowers’ expense and the charge

therefor shall be $2,000 per person per day (or such higher amount as shall represent Lender’s then current standard charge), plus out-of-pocket expenses;

provided, however, so long as no Default or Event of Default has occurred, Borrowers shall only be obligated to reimburse Lender for fees, costs and expenses related to two (2) such collateral exams, audits and inspections in any

twelve month period and such limitation of Borrowers’ reimbursement obligation shall not in any way restrict the number of collateral exams, audits and inspections that Lender may conduct. Upon the occurrence and during the continuance of an

Event of Default, Lender may, at Borrowers’ expense, use each Loan Party’s personnel, computer and other equipment, programs, printed output and computer readable media, supplies and premises for the collection, sale or other disposition

of Collateral to the extent Lender, in its sole discretion, deems appropriate. Each Loan Party hereby irrevocably authorizes all accountants and other financial professional third parties to disclose and deliver to Lender, at Borrowers’

expense, all financial information, books and records, work papers, management reports and other information in their possession regarding the Loan Parties.

-16-

4.8 Appraisals. During the continuance of an Event of Default, each

Loan Party will permit Lender and each of its representatives or agents to conduct appraisals and valuations of the Collateral at such times and intervals as Lender may designate. Such appraisals and valuations shall be at Borrowers’ expense.

REPRESENTATIONS, WARRANTIES AND COVENANTS.

To induce Lender to enter into this Agreement, each Loan Party represents, warrants and covenants as follows (it being understood and agreed

that (a) each such representation and warranty (i) will be made as of the date hereof and be deemed remade as of each date on which any Loan is made or Letter of Credit is issued (except to the extent any such representation or warranty

expressly relates only to any earlier and/or specified date, in which case such representation or warranty will be made as of such earlier and/or specified date), and (ii) shall not be affected by any knowledge of, or any investigation by,

Lender, and (b) each such covenant shall continuously apply with respect to all times commencing on the date hereof and continuing until the Termination Date):

5.1 Existence and Authority. Each Loan Party is duly organized, incorporated, validly existing and in good standing under

the laws of its jurisdiction of organization (which jurisdiction is identified in Section 3 of the Information Certificate(s)) and is qualified to do business in each jurisdiction in which the operation of its business requires that it be

qualified (which each such jurisdiction is identified in Section 15 of the Information Certificate(s)), except where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party will,

and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expected to result

in a Material Adverse Effect, good standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits, licenses, accreditations, authorizations, or other approvals material to their

businesses. Each Loan Party has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which it is a party and to carry out

the transactions contemplated thereby. The execution, delivery and performance by each Loan Party of this Agreement and all of the other Loan Documents to which such Loan Party is a party have been duly and validly authorized, do not violate such

Loan Party’s Organic Documents, or any law or any agreement or instrument or any court order which is binding upon any Loan Party or its property, do not constitute grounds for acceleration of any Indebtedness or obligation under any agreement

or instrument which is binding upon any Loan Party or its property, and do not require the consent of any Person. No Loan Party is required to obtain any government approval, consent, or authorization from, or to file any declaration or statement

with, any Governmental Authority in connection with or as a condition to the execution, delivery or performance of any of the Loan Documents other than (x) such approvals and consents that have been already obtained, (y) as set forth in

Section 5.28(c), or (z) any required approval of the FCC or any other applicable Governmental Authority prior to the assignment of any FCC License or the direct or indirect transfer of control of a Loan Party or Subsidiary of a Loan Party

holding an FCC License pursuant to an exercise of remedies by any Lender; provided, that, certain of the Loan Documents will be required by applicable law to be made available upon request to the FCC. This Agreement and each of the other Loan

Documents have been duly executed and delivered by, and are enforceable against each of the Loan Parties who have signed them, in accordance with their respective terms, except as such enforceability may be limited by (a) bankruptcy,

insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors’ rights and (b) the application of general principles of equity (regardless of whether such enforceability is

considered in a proceeding in equity or at law). Section 18 of the Information Certificate(s) sets forth the ownership of each Borrower. Section 20 of the Information Certificate(s) sets forth the ownership of each of Borrowers’

Subsidiaries.

-17-

5.2 Names; Trade Names and Styles. The name of each Loan Party set

forth in Section 1 of each Information Certificate(s) is its correct and complete legal name as of the date hereof, and no Loan Party has used any other name at any time in the past five years, or at any time will use any other name, in any tax

filing made in any jurisdiction. Listed in Section 8 of the Information Certificate(s) are all prior names used by each Loan Party at any time in the past five years. Listed in Section 7 of the Information Certificate(s) are all of the

present and prior trade names used by any Loan Party at any time in the past five years. Borrowers shall give Lender at least (i) thirty (30) days’ prior written notice (and will deliver an updated Section 7 or Section 8 of the

Information Certificate(s), as applicable, to reflect the same) before it or any other Loan Party changes its legal name and (ii) 15 days prior written notice before it or any other Loan Party does business under any other name.

5.3 Title to Collateral; Third Party Locations; Permitted Liens. Each Loan Party has, and at all times will continue to

have, good and marketable title to all of the Collateral. The Collateral is, and at all times will remain, free and clear of any and all Liens, except for Permitted Liens. Lender has, and will at all times continue to have, a first-priority (or

junior-priority, as applicable, pursuant to the terms of the Intercreditor Agreement) perfected and enforceable security interest in all of the Collateral subject to the Permitted Liens, and each Loan Party will at all times defend Lender and the

Collateral against all claims of others. None of the Collateral which is Equipment is, or will at any time, be affixed to any real property that is not subject to a mortgage in favor of Lender in such a manner, or with such intent, as to become a

fixture. Except for leases or subleases as to which Borrowers shall use commercially reasonable efforts to deliver to Lender a landlord’s waiver in form and substance satisfactory to Lender, no Loan Party is or will be a lessee or sublessee

under any real property lease or sublease. Except for warehouses as to which Borrowers shall use commercially reasonable efforts to deliver to Lender a warehouseman’s waiver in form and substance satisfactory to Lender, no Loan Party is or

will at any time be a bailor of any Goods at any warehouse or otherwise. Upon changing any business locations after the Closing Date, Loan Parties shall provide Lender no less than 30 days written notice thereof and, to the extent such new location

will contain books and records of the Loan Parties, such Loan Parties shall take commercially reasonable efforts to deliver a collateral access agreement for such location.

5.4 Accounts and Chattel Paper. As of each date reported by Borrowers, all Accounts which Borrowers have then reported to

Lender as then being Eligible Billed Accounts or Eligible Unbilled Accounts, as the case may be, comply in all respects with the criteria for eligibility set forth in the definition of Eligible Billed Accounts or Eligible Unbilled Accounts. All such

Accounts and Chattel Paper are genuine and in all respects what they purport to be, arise out of a completed, bona fide and unconditional and non-contingent sale and delivery of goods or rendition of services

by Borrowers in the ordinary course of its business and in accordance with the terms and conditions of all purchase orders, contracts or other documents relating thereto, each Account Debtor thereunder had the capacity to contract at the time any

contract or other document giving rise to such Accounts and Chattel Paper were executed, and the transactions giving rise to such Accounts and Chattel Paper comply with all applicable laws and governmental rules and regulations.

5.5 Electronic Chattel Paper. Unless otherwise provided in the Intercreditor Agreement, to the extent that any Loan Party

obtains or maintains any Electronic Chattel Paper with an individual or aggregate value in excess of $250,000, such Loan Party shall promptly create, store and assign the record or records comprising the Electronic Chattel Paper in such a manner

that (a) a single authoritative copy of the record or records exists which is unique, identifiable and except as otherwise provided below, unalterable, (b) the authoritative copy identifies Lender as the assignee of the record or records,

(c) the authoritative copy is communicated to and maintained by Lender or its designated custodian, (d) copies or revisions that add or change an identified assignee of the authoritative copy can only be made with the participation of

Lender, (e) each copy of the authoritative copy and any copy of a copy is readily identifiable as a copy that is not the authoritative copy and (f) any revision of the authoritative copy is readily identifiable as an authorized or

unauthorized revision.

-18-

5.6 Capitalization; Investment Property.

(a) No Loan Party, directly or indirectly, owns, or shall at any time own, any Equity Interests of any other Person except as set forth in

Sections 20 and 41 of the Information Certificate(s), which such Sections of the Information Certificate(s) list all Investment Property owned by each Loan Party, except in each case for Permitted Investments.

(b) None of the Pledged Equity has been issued or otherwise transferred in violation of the Securities Act, or other applicable laws of any

jurisdiction to which such issuance or transfer may be subject.

all of the issued and outstanding Equity Interests of each Issuer owned by such Loan Party.

(d) All of the Pledged Equity has been duly

and validly issued and is fully paid and non-assessable, and the holders thereof are not entitled to any preemptive, first refusal, or other similar rights. There are no outstanding options, warrants or

similar agreements, documents, or instruments with respect to any of the Pledged Equity.

(e) Each Loan Party has caused each Issuer to

amend or to otherwise modify its Organic Documents, books, records, and related agreements, documents, and instruments, as applicable, to reflect the rights and interests of Lender hereunder, and to the extent required to enable and empower Lender

to exercise and enforce its rights and remedies hereunder in respect of the Pledged Equity and other Investment Property.

(f) Subject to

the Intercreditor Agreement, each Loan Party will take any and all actions reasonably required or requested by Lender, from time to time, to (i) cause Lender to obtain exclusive control of any Investment Property in a manner reasonably

acceptable to Lender and (ii) obtain from any Issuers and such other Persons as Lender shall specify, for the benefit of Lender, written confirmation of Lender’s exclusive control over such Investment Property and take such other actions

as Lender may reasonably request to perfect Lender’s security interest in any Investment Property. For purposes of this Section 5.6, Lender shall have exclusive control of Investment Property if (A) pursuant to Section 3.2, such

Investment Property consists of certificated securities and the applicable Loan Party delivers such certificated securities to Lender (with all appropriate endorsements); (B) such Investment Property consists of uncertificated securities and

either (x) the applicable Loan Party delivers such uncertificated securities to Lender or (y) the Issuer thereof agrees, pursuant to documentation in form and substance satisfactory to Lender, that it will comply with instructions

originated by Lender without further consent by the applicable Loan Party, and (C) such Investment Property consists of security entitlements and either (x) Lender becomes the entitlement holder thereof or (y) the appropriate

securities intermediary agrees, pursuant to documentation in form and substance satisfactory to Lender, that it will comply with entitlement orders originated by Lender without further consent by the applicable Loan Party. Each Loan Party that is a

limited liability company or a partnership hereby represents and warrants that it has not, and at no time will, elect pursuant to the provisions of Section 8-103 of the UCC to provide that its Equity

Interests are securities governed by Article 8 of the UCC.

-19-

(g) No Loan Party owns, or has any present intention of acquiring, any “margin

security” or any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System (herein called “margin security” and “margin stock”). None of the proceeds

of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying, or for the purpose of reducing or retiring any Indebtedness which was originally incurred to purchase or carry, any margin security or margin stock or for

any other purpose which might constitute the transactions contemplated hereby a “purpose credit” within the meaning of said Regulations T, U or X, or cause this Agreement to violate any other regulation of the Board of Governors of the

Federal Reserve System or the Exchange Act, or any rules or regulations promulgated under such statutes.

(h) No Loan Party shall take, or

fail to take, any action that would in any manner impair the value or the enforceability of Lender’s Lien on any of the Investment Property, or any of Lender’s rights or remedies under this Agreement or any other Loan Document with

respect to any of the Investment Property.

(i) In the case of any Loan Party which is an Issuer, such Issuer agrees that the terms of

Section 7.3(g)(iii) of this Agreement shall apply to such Loan Party with respect to all actions that may be required of it pursuant to such Section 7.3(g)(iii) regarding the Investment Property issued by it.

(j) No Loan Party or any Subsidiary of such Loan Party is (a) an “investment company” within the meaning of the Investment

Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness,

pledge its assets or perform its obligations under the Loan Documents; provided, however, that the ability to pledge or grant a security interest in the FCC Licenses of a Loan Party may be limited by, and shall be subject at all times

to, the Communications Laws.

5.7 Commercial Tort Claims. No Loan Party has any Commercial Tort Claims with a claimed value

in excess of $250,000 pending other than those listed in Section 40 of the Information Certificate(s), and each Loan Party shall promptly (but in any case no later than five (5) Business Days thereafter) notify Lender in writing upon

incurring or otherwise obtaining a Commercial Tort Claim after the date hereof against any third party with a claimed value in excess of $250,000. Such notice shall constitute such Loan Party’s authorization to amend such Section 40 to

add such Commercial Tort Claim and shall automatically be deemed to amend such Section 40 to include such Commercial Tort Claim.

5.8 Jurisdiction of Organization; Location of Collateral. Sections 14 and

27-32 of the Information Certificate(s) set forth (a) each place of business of each Loan Party (including its chief executive office), (b) all locations where all Equipment and other Collateral

owned by each Loan Party is kept, and (c) whether each such Collateral location and/or place of business (including each Loan Party’s chief executive office) is owned by a Loan Party or leased (and if leased, specifies the complete name

and notice address of each lessor). No Collateral is located outside the United States or in the possession of any lessor, bailee, warehouseman or consignee, except as expressly indicated in Sections 27-32 of

the Information Certificate(s). Each Loan Party will give Lender at least thirty (30) days’ prior written notice before changing its jurisdiction of organization, opening any additional place of business or changing its chief executive

office or the location of its books and records.

5.9 Financial Statements and Reports; Solvency.

(a) All financial statements delivered to Lender by or on behalf of any Loan Party have been, and at all times will be, prepared in conformity

with GAAP in all material respects and completely and fairly reflect the financial condition of each Loan Party and its Subsidiaries covered thereby, at the times and for the periods therein stated.

-20-

(b) As of the date hereof (after giving effect to the Loans and Letters of Credit to be made

or issued on the date hereof, and the consummation of the transactions contemplated hereby), including the execution and delivery of the Term Debt Documents and the making of extensions of credit thereunder on the date hereof), and as of each other

day that any Loan or Letter of Credit is made or issued (after giving effect thereof), (i) the fair saleable value of all of the assets and properties of the Loan Parties on a consolidated basis, exceeds the aggregate liabilities and Indebtedness of

the Loan Parties (including contingent liabilities), (ii) the Loan Parties, on a consolidated basis, are solvent and able to pay their debts as they come due, (iii) the Loan Parties, on a consolidated basis, have sufficient capital to

carry on their business as now conducted and as proposed to be conducted, (iv) no Loan Party is contemplating either the court supervised liquidation of all of its assets or property, or the filing of any petition under any state,

federal, or other bankruptcy or insolvency law, and (v) no Loan Party has knowledge of any Person contemplating the filing of any such petition against any Loan Party.

5.10 Tax Returns and Payments; Pension Contributions. Each Loan Party has timely filed all tax returns and reports

required by applicable law, has timely paid all applicable Taxes, assessments, deposits and contributions owing by such Loan Party and will timely pay all such items in the future as they became due and payable. For the avoidance of doubt,

notwithstanding anything herein to the contrary, the Loan Parties shall be permitted to pay Permitted Tax Distributions. Each Loan Party may, however, defer payment of any contested taxes; provided, that such Loan Party (a) in

good faith contests its obligation to pay such Taxes by appropriate proceedings promptly and diligently instituted and conducted; (b) notifies Lender in writing of the commencement of, and any material development in, the proceedings;

(c) posts bonds or takes any other commercially reasonable steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (d) maintains adequate reserves therefor in conformity with GAAP. No Loan Party is

aware of any claims or adjustments proposed for any prior tax years that could result in additional taxes becoming due and payable by any Loan Party. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the

Code and other applicable laws. Each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service to the effect that the form of

such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a

letter is currently being processed by the Internal Revenue Service. To the best knowledge of each Loan Party, nothing has occurred that would prevent or cause the loss of such tax-qualified status. There are

no pending or, to the best knowledge of any Loan Party or any ERISA Affiliate, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to result in liabilities

individually or in the aggregate in excess of $50,000 on any Loan Party. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result

in liabilities individually or in the aggregate on any Loan Party in excess of $50,000. No ERISA Event has occurred, and no Loan Party or any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute

or result in an ERISA Event with respect to any Pension Plan, in each case that could reasonably be expected to result in liabilities individually or in the aggregate in excess of $50,000. Each Loan Party and each ERISA Affiliate has met all

applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, in each case except as could not reasonably be

expected to result in liabilities individually or in the aggregate to any Loan Party or any ERISA Affiliate in excess of $50,000. As of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in

Section 430(d)(2) of the Code) is 60% or higher and no Loan Party or any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60%

as of the most recent valuation date; no Loan Party or any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid, except as could

-21-

not reasonably be expected to result in liabilities individually or in the aggregate to any Loan Party or ERISA Affiliate in excess of $50,000. No Loan Party nor any ERISA Affiliate has engaged

in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA except as could not reasonably be expected to result in liabilities individually or in the aggregate to the Loan Parties in excess of $50,000. No Pension

Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any

Pension Plan except as could not reasonably be expected to result in liabilities individually or in the aggregate to the Loan Parties in excess of $50,000.

5.11 Compliance with Laws; Intellectual Property; Licenses.

(a) Each Loan Party has complied, and will continue at all times to comply with all provisions of all applicable laws and regulations,

including those relating to the ownership, use or operations of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and

environmental matters, the non-compliance of which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect or liability in excess of $500,000.

(b) No Loan Party has received written notice of default or violation, nor is any Loan Party in default or violation, with respect to any

judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets

that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or liability in excess of $500,000. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan

Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. Except as could not reasonably be expected to have a Material Adverse Effect or result in liability in excess of $500,000, no

Loan Party or any real property owned, leased or used in the operation of the business of any Loan Party is subject to any federal, state or local investigation to determine whether any remedial action is needed to address any hazardous materials or

an environmental release (as that term is defined under environmental and health and safety laws) at, on, or under any real property currently leased, owned or used by a Loan Party nor is a Loan Party liable for any environmental release identified

or under investigation at, on or under any real property previously owned, leased or used by a Loan Party. Except as could not reasonably be expected to have a Material Adverse Effect or result in liability in excess of $500,000, no Loan Party has

any contingent liability with respect to any environmental release, environmental pollution or hazardous material on any real property now or previously owned, leased or operated by it.

Information Certificate(s). Except as set forth in Section 37 of the Information Certificate(s), none of the Intellectual Property owned by any Loan Party is the subject of any licensing or franchise agreement pursuant to which such Loan Party

is the licensor or franchisor. Each Loan Party shall promptly (but in any event within thirty (30) days thereafter) notify Lender in writing of any additional Intellectual Property acquired or arising after the Closing Date and shall submit to

Lender a supplement to Sections 34-36 of the Information Certificate(s) to reflect such additional rights (provided, that, such Loan Party’s failure to do so shall not impair

Lender’s security interest therein). Each Loan Party shall execute a separate security agreement granting Lender a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance

reasonably acceptable to Lender and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable (provided,

that, such Loan Party’s failure to do so shall not impair Lender’s security interest therein). Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents,

trademarks, copyrights, software, computer

-22-

programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party

is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property that are necessary to the conduct of its business as

currently conducted. No Loan Party has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person.

(d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits that are material to

its business and required to be maintained in connection with such Loan Party’s business operations, and its ownership, use and operation of any real property, and all such licenses and permits, necessary for the operation of the business are

valid and will remain and in full force and effect other than licenses and permits the failure of which to be valid and in full force and effect could not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect

or liability in excess of $500,000. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened

proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Without limiting the foregoing, each Loan Party has, and will continue at all times to have, complied with the requirements of all Main Station FCC Licenses in all material respects, and has received no written notice of any pending or threatened

proceedings for the suspension, termination, revocation or limitation thereof, and no Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any Main Station FCC Licenses to be voided, revoked or

withdrawn.

(e) In addition to and without limiting the generality of clause (a) above, (i) comply in all material respects with

applicable provisions of ERISA and the IRC with respect to all Plans, (ii) without the prior written consent of Lender, not take any action or fail to take action the result of which could result in a Loan Party or ERISA Affiliate incurring a

material liability to the PBGC or to a Multiemployer Plan (other than to pay contributions or premiums payable in the ordinary course), (iii) allow any facts or circumstances to exist with respect to one or more Plans that, in the aggregate,

reasonably could be expected to result in a Material Adverse Effect, (iv) not participate in any prohibited transaction that could result in other than a de minimis civil penalty excise tax, fiduciary liability or correction obligation under

ERISA or the IRC, (v) operate each Plan in such a manner that will not incur any material tax liability under the IRC (including Section 4980B of the IRC), and (vi) furnish to Lender upon Lender’s written request such additional

information about any Plan for which any Loan Party or ERISA Affiliate could reasonably expect to incur any material liability. With respect to each Pension Plan (other than a Multiemployer Plan) except as could not reasonably be expected to result

in liability to the Loan Parties, the Loan Parties and the ERISA Affiliates shall (y) satisfy in full and in a timely manner, without incurring any late payment or underpayment charge or penalty and without giving rise to any Lien, all of the

contribution and funding requirements of the IRC and of ERISA, and (z) pay, or cause to be paid, to the PBGC in a timely manner, without incurring any late payment or underpayment charge or penalty, all premiums required pursuant to ERISA.

(f) Except as set forth on Section 58 of the Information Certificate, as of the Closing Date, the operation of the business of the Loan

Parties complies and has complied in all material respects with the Communications Laws. As of the Closing Date, Section 59 of the Information Certificate lists all Main Station FCC Licenses and the Loan Party or Subsidiary that is the licensee

of each such Main Station FCC License, which Main Station FCC Licenses, together with certain ancillary authorizations issued by the FCC, are all of the material FCC Licenses necessary to operate the business as currently conducted by the Loan

Parties and the Subsidiaries, and all such Main Station FCC Licenses have been validly issued in the

-23-

name of a Borrower or one of its Subsidiaries. Except as set forth on Section 59 of the Information Certificate, as of the Closing Date, the Main Station FCC Licenses that have been issued

are in full force and effect, are valid for the balance of the current license term of the applicable Main Station FCC License, to the best of the Loan Parties’ knowledge, are unimpaired by any act or omissions of the Borrowers, any Subsidiary

thereof or any of their respective employees, agents, officers, directors or stockholders and are free and clear of any material restrictions, except restrictions or conditions of general applicability or appearing on the face of such Main Station

FCC License or as otherwise would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Section 59 of the Information Certificate as of the Closing Date, there are no proceedings or complaints pending or, to the

best of the Loan Parties’ knowledge, threatened with respect to the Main Station FCC Licenses or otherwise before the FCC that may have a material adverse effect on the Loan Parties’ business. The Loan Parties are not aware of any facts

or conditions that could reasonably expect to cause or permit any Main FCC Station Licenses to be revoked or subject to material limitations or conditions adversely affecting the operations of the Stations. All information provided by the Loan

Parties contained in any pending applications for modification, extension or renewal of the Main Station FCC Licenses or other applications filed with the FCC by any of the Loan Parties is true, complete and accurate in all material respects. All

information provided by the Loan Parties contained in any application for FCC consent to the transactions contemplated by hereby or by the Term Debt Documents, is true, complete and accurate in all material respects.

5.12 Litigation. Section 50 of the Information Certificate(s) discloses all claims, proceedings, litigation or

investigations pending or (to the best of each Loan Party’s knowledge) threatened against any Loan Party as of the Closing Date. There is no claim, suit, litigation, proceeding or investigation pending or (to the best of each Loan

Party’s knowledge) threatened by or against or affecting any Loan Party in any court or before any Governmental Authority (or any basis therefor known to any Loan Party) which would reasonably be expected to result, either separately or in the

aggregate, in liability in excess of $500,000 for the Loan Parties, in any Material Adverse Effect, or in any material impairment in the ability of any Loan Party to carry on its business in substantially the same manner as it is now being

conducted.

5.13 Use of Proceeds. All proceeds of all Loans and Letters of Credit shall be used by Borrowers solely

(a) intentionally omitted, (b) to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, (c) for Borrowers’ working capital

purposes and (d) for such other purposes as specifically permitted pursuant to the terms of this Agreement. All proceeds of all Loans and Letters of Credit will be used solely for lawful business purposes.

5.14 Insurance.

(a) Each Loan Party will at all times carry property, liability and other insurance, with insurers reasonably acceptable to Lender, in such

form and amounts, and with such deductibles and other provisions, as are customary for similarly situated companies and reasonably acceptable to Lender, and upon Lender’s reasonable request Borrowers will provide Lender with evidence

reasonably satisfactory to Lender that such insurance is, at all times, in full force and effect. A true and complete listing of such insurance as of the Closing Date, including issuers, coverages and deductibles, is set forth in Section 49 of

the Information Certificate(s). Each property insurance policy shall name Lender as lender loss payee and shall contain a lender’s loss payable endorsement in form acceptable to Lender, each liability insurance policy shall name Lender as an

additional insured, and each business interruption insurance policy shall be collaterally assigned to Lender, all in form and substance reasonably satisfactory to Lender. All policies of insurance shall provide that they may not be cancelled or

changed without at least thirty (30) days’ prior written notice to Lender (or ten (10) days in the case of cancellation for non-payment of premium), and shall otherwise be in form and substance

reasonably satisfactory to Lender. Borrowers shall advise Lender promptly of any policy cancellation, non-renewal, reduction, or material amendment with respect to any

-24-

insurance policies maintained by any Loan Party or any receipt by any Loan Party of any notice from any insurance carrier regarding any intended or threatened cancellation, non-renewal, reduction or material amendment of any of such policies, and Borrowers shall promptly deliver to Lender copies of all notices and related documentation received by any Loan Party in connection with the

same.

(b) Borrowers shall deliver to Lender no later than fifteen (15) days prior to the expiration of any then current insurance

policies, insurance certificates evidencing renewal of all such insurance policies required by this Section 5.14. Borrowers shall deliver to Lender, upon Lender’s request, certificates evidencing such insurance coverage in such form as

Lender shall reasonably request. If any Loan Party fails to provide Lender with a certificate of insurance or other evidence of the continuing insurance coverage required by this Agreement within the time period set forth in the first sentence of

this Section 5.14(b), Lender may purchase insurance required by this Agreement at Borrowers’ expense. This insurance may, but need not, protect any Loan Party’s interests.

5.15 Financial, Collateral and Other Reporting / Notices. Each Loan Party has kept and will at all times keep adequate

records and books of account with respect to its business activities and the Collateral in which proper entries are made in accordance with GAAP reflecting all its financial transactions. Each Loan Party will cause to be prepared and furnished to

Lender, in each case in a form and in such detail as is reasonably acceptable to Lender the following items (the items to be provided under this Section 5.15 shall be delivered to Lender by posting on ABLServe (or, if requested by Lender, by

another form of Approved Electronic Communication or in writing)).

(a) Annual Financial Statements. Not later than one hundred

twenty (120) days after the close of each Fiscal Year, unqualified, audited financial statements of Ultimate Parent and its Subsidiaries as of the end of such Fiscal Year, including balance sheet, income statement, and statement of cash flow

for such Fiscal Year, in each case on a consolidated (and solely upon request, consolidating) basis, audited and certified (without qualification) by a firm of independent certified public accountants of recognized standing selected by Ultimate

Parent but acceptable to Lender, together with a copy of any management letter issued in connection therewith; provided, that, with respect to the audited financials for the Fiscal Year ending December 31, 2025, such financials will contain a

going concern qualification. Concurrently with the delivery of such financial statements delivered pursuant to this clause (a), Borrowing Agent shall deliver to Lender a Compliance Certificate, indicating whether (i) Borrowers are in compliance

with each of the covenants specified in Section 5.26, and setting forth a detailed calculation of such covenants, and (ii) any Default or Event of Default is then in existence;

(b) Interim Financial Statements. Not later than thirty (30) days after the end of each month hereafter, including the last month

of each Fiscal Year, (i) the Monthly Financial Model and (ii) unaudited interim financial statements of Ultimate Parent and its Subsidiaries as of the end of such month and of the portion of such Fiscal Year then elapsed, including balance

sheet, income statement, statement of cash flow, and results of their respective operations during such month and the then-elapsed portion of the Fiscal Year, together with comparative figures for the same periods in the immediately preceding Fiscal

Year and the corresponding figures from the budget for the Fiscal Year covered by such financial statements, in each case on a consolidated (and, solely upon request, consolidating) basis, certified by an Authorized Officer of Borrowing Agent as

prepared in accordance with GAAP and fairly presenting the consolidated financial position and results of operations (including management discussion and analysis of such results) of Ultimate Parent and its Subsidiaries for such month and period

subject only to changes from ordinary course year-end audit adjustments and except that such statements need not contain footnotes. Concurrently with the delivery of such financial statements pursuant to this

clause (b), Borrowing Agent shall deliver to Lender a Compliance Certificate, indicating whether (i) Borrowers are in compliance with each of the covenants specified in Section 5.26, and setting forth a detailed calculation of such

covenants, and (ii) any Default or Event of Default is then in existence.

-25-

Certificate(s)s / Other Items. The items described on Schedule D hereto by the respective dates set forth therein.

(d)

Projections, Etc. Not later than forty-five (45) days prior to the end of each Fiscal Year, monthly business projections for the following Fiscal Year for the Loan Parties on a consolidated and consolidating basis, which projections

shall include for each such period Borrowing Base projections, profit and loss projections, balance sheet projections, income statement projections and cash flow projections, together with appropriate supporting details and a statement of underlying

assumptions used in preparing such projections;

(e) Shareholder Reports, Etc. To the extent the following are not publicly

available on the website of the Securities and Exchange Commission, promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which each Loan Party has made available to its

shareholders and copies of any regular, periodic and special reports or registration statements which any Loan Party files with the Securities and Exchange Commission or any Governmental Authority which may be substituted therefor, or any national

securities exchange;

(f) ERISA Reports. Copies of any annual report to be filed pursuant to the requirements of ERISA in

connection with each plan subject thereto promptly upon request by Lender and in addition, each Loan Party shall promptly notify Lender upon having knowledge of any ERISA Event; and

(g) Tax Returns. Upon request from Lender, each federal and state income tax return filed by any Loan Party promptly, together with

such supporting documentation as is supplied to the applicable tax authority with such return and proof of payment of any amounts owing with respect to such return.

(h) Notification of Certain Changes. Borrowers will promptly (and in no case later than the earlier of (i) three (3) Business Days

after the occurrence of any of the following and (ii) such other date that such information is required to be delivered pursuant to this Agreement or any other Loan Document) notify Lender in writing of:

(i) the occurrence of any Default or Event of Default,

(ii) the occurrence of any event that has had, or could reasonably be expected to have, a Material Adverse Effect,

(iii) any change in any Loan Party’s Senior Officers or directors,

(iv) any investigation, action, suit, proceeding or claim (or any development with respect to any existing investigation, action, suit,

proceeding or claim) relating to any Loan Party, any officer or director of a Loan Party, the Collateral or which could reasonably be expected to have a Material Adverse Effect,

(v) any violation or asserted violation of any applicable law (including OSHA or any environmental laws), if an adverse resolution could

reasonably be expected to have a Material Adverse Effect or otherwise result in material liability to any Loan Party,

(vi) any other

event or the existence of any circumstance that has resulted in, or could reasonably be expected to result in a Material Adverse Effect,

-26-

(vii) any actual or alleged breaches of any Material Contract or termination or threat to

terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party,

(viii) any change in any Loan Party’s certified accountant,

(ix) any citation, “Notice of Apparent Liability for Forfeiture”, “Notice of Violation” or “Order to Show

Cause” issued by the FCC or any petition seeking revocation or the denial of renewal of any Main Station FCC License, in each case, with respect to any Loan Party,

(x) any suspension or interruption of regular broadcast operations by a main Station, or a failure by any such main Station to broadcast with

its FCC-licensed facilities, which suspension, interruption or failure persists for five (5) consecutive Business Days, or ten (10) Business Days in any thirty (30) consecutive day period;

(xi) the filing, commencement of, or any development in, any dispute, litigation, investigation, proceeding or suspension between any Loan

Party or any Subsidiary of any Loan Party and any Governmental Authority, including, without limitation, the FCC, and

(xii) copies of

any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any Main Station FCC License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or

suspends the authority of any Loan Party pursuant to any Main Station FCC License.

In the event of each such notice under this Section 5.15(h),

Borrowers shall give notice to Lender of the action or actions that each Loan Party has taken, is taking, or proposes to take with respect to the event or events giving rise to such notice obligation.

(i) Other Information. Promptly upon request, such other data and information (financial and otherwise) as Lender, from time to time,

may reasonably request, bearing upon or related to the Collateral or each Loan Party’s business or financial condition or results of operations.

5.16 Litigation Cooperation. Should any third-party suit, regulatory action, or any other judicial, administrative, or

similar proceeding be instituted by or against Lender with respect to any Collateral or in any manner relating to any Loan Party, this Agreement, any other Loan Document or the transactions contemplated hereby, each Loan Party shall, without expense

to Lender, make reasonably available each Loan Party, such Loan Party’s officers, employees and agents, and any Loan Party’s books and records, without charge, to the extent that Lender may deem them reasonably necessary in order to

prosecute or defend any such suit or proceeding.

5.17 Maintenance of Collateral, Etc. Each Loan Party will maintain

all of the Collateral in good working condition, ordinary wear and tear excepted and dispositions permitted hereunder excepted, and no Loan Party will use the Collateral for any unlawful purpose.

5.18 Material Contracts. Except as expressly disclosed in Section 53 of the Information Certificate(s), no Loan

Party is (a) a party to any contract which has had or could reasonably be expected to have a Material Adverse Effect or (b) in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions

contained in any contract to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess

of $500,000 (a “Material Contract”).

-27-

5.19 No Default. No Default or Event of Default has occurred and is

continuing.

5.20 No Material Adverse Change. Since December 31, 2025, no event, circumstance or change has

occurred that has or could reasonably be expected to result in a Material Adverse Effect with respect to the Loan Parties.

5.21

Full Disclosure. No written report, notice, certificate, information or other statement delivered or made (including, in electronic form) by or on behalf of any Loan Party or any of their respective Affiliates to Lender in connection with

this Agreement or any other Loan Document contains or will at any time contain any untrue statement of a material fact, or omits or will at any time omit to state any material fact necessary to make any statements contained herein or therein (other

than forward-looking information, projections and information of a general economic nature and general information about the industry of a Loan Party or any Subsidiary) not misleading. Except for matters of a general economic or political nature

which do not affect any Loan Party uniquely, there is no fact presently known to any Loan Party which has not been disclosed to Lender, which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect.

5.22 Sensitive Payments. No Loan Party (a) has made or will at any time make any contributions, payments or

gifts to or for the private use of any governmental official, employee or agent where either the payment or the purpose of such contribution, payment or gift is illegal under the applicable laws of the United States or the jurisdiction in which made

or any other applicable jurisdiction, (b) has established or maintained or will at any time establish or maintain any unrecorded fund or asset for any purpose or made any false or artificial entries on its books, (c) has made or will at

any time make any payments to any Person with the intention that any part of such payment was to be used for any purpose other than that described in the documents supporting the payment, or (d) has engaged in or will at any time engage in any

“trading with the enemy” or other transactions violating any rules or regulations of the Office of Foreign Assets Control or any similar applicable laws, rules or regulations.

5.23 Ultimate Parent and Parent. Ultimate Parent and Parent do not and shall not at any time (a) engage in any

business activities other than serving as a passive holding company for Borrowers, (b) have any material assets other than the outstanding shares of Equity Interests issued by Borrowers (or another Loan Party), (c) have any Subsidiaries other

than those set forth in Section 20 the Information Certificate(s), or (d) have any material liabilities other than the Obligations and the Term Debt Permitted Indebtedness.

5.24 Term Debt Permitted Indebtedness.

(a) Borrowers have furnished Lender a true, correct and complete copy of each material Term Debt Document. No statement or representation made

in any of the Term Debt Documents by Borrowers or any other Loan Party or, to Borrowers’ knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or

necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading in any material respect as of the time that such statement or representation is made. Each of the representations and

warranties of the Loan Parties set forth in each of the Term Debt Documents are true and correct in all respects as of the time such representations and warranties were made.

(b) Each Borrower and each other Loan Party acknowledges that Lender is entering into this Agreement and extending credit and making the Loans

in reliance upon the Intercreditor Agreement and this Section 5.24.

-28-

5.25 Negative Covenants.

(a) No License Subsidiary shall (i) engage in any business (other than (x) the holding of the FCC Licenses or records relating

thereto, (y) actions required to maintain such FCC Licenses in full force and effect, and (z) actions required to maintain its separate corporate, limited liability company, partnership or other legal existence or to perform its

obligations under any of the Loan Documents to which it is a party), (ii) own any assets (other than the FCC Licenses or records relating thereto), (iii) create or permit to exist any Liens on any of its assets except Permitted Liens, or

(iv) incur any obligations or any other Indebtedness (other than Permitted Indebtedness).

(b) No Loan Party, other than a License

Subsidiary, shall hold any Main Station FCC License material to the operation of the Business.

shall permit any of its Subsidiaries to, without Lender’s prior written consent:

(i) merge or consolidate with another Person,

except that a Loan Party may merge or consolidate with another Loan Party so long as (A) such Loan Party shall provide Lender with ten (10) days’ prior written notice of such merger or consolidation, (B) in connection with any

merger or consolidation to which a Borrower is a party, such Borrower must be the surviving entity of merger or consolidation, (C) in connection with any merger or consolidation between a Loan Party and any of its Subsidiaries which is not a

Loan Party, such Loan Party must be the surviving entity of merger or consolidation, and (D) such Loan Party shall deliver to Lender all of the relevant agreements, documents and instruments evidencing such merger or consolidation;

(ii) acquire any assets except in the ordinary course of business and as otherwise expressly permitted by this Agreement;

(iii) enter into any transaction outside the ordinary course of business that is not expressly permitted by this Agreement;

(iv) sell, transfer, return, or dispose of any Collateral or other assets with an aggregate value in excess of $10,000 in any calendar month,

other than:

(A) Permitted Station Sales so long as the proceeds of such sales are applied to repay the Loans in accordance with

Section 1.8(b) of this Agreement and/or to repay the Term Debt Permitted Indebtedness in accordance with Section 5.25(c)(xii) of this Agreement,

(B) any sale, lease, transfer or other disposition by a Loan Party to any other Loan Party (other than a License Subsidiary) in the ordinary

course of business and not otherwise prohibited by this Agreement,

(C) any sale, disposition, or transfer of obsolete, worn-out or unneeded Equipment, so long as the proceeds of such sale, disposition or transfer are applied to repay the Loans in accordance with Section 1.8(a) of this Agreement or to repay the Term Debt

Permitted Indebtedness in accordance with Section 5.25(c)(xii) of this Agreement,

(D) any sale, lease, transfer or other disposition

constituting a Permitted Investment,

-29-

(E) dispositions and transfers of cash and cash equivalents in the ordinary course of

business and not in violation of this Agreement,

(F) transfers of FCC Licenses by a Loan Party or any Subsidiary of any Loan Party or one

or more of its Subsidiaries to a License Subsidiary, and

(G) any sale, disposition or transfer of Term Debt Priority Collateral that is

not sold, disposed of or transferred as part of a Permitted Station Sale so long as (a) such transaction is permitted by the Term Debt Documents (as in effect on the date hereof), (b) no Overadvance exist at the time of, or after giving pro

forma effect to, such sale, and (c) the proceeds of such transaction are applied to repay the Loans in accordance with Section 1.8(b) and/or to repay the Term Debt Permitted Indebtedness in accordance with Section 5.25(c)(xii). Any

transaction satisfying this clause (G) shall be referred to as a “Permitted Term Debt Asset Sale.”

(v)

make any loans to, or investments in, any Affiliate or other Person in the form of money or other assets; provided, that (A) Borrowers may make loans and investments in their respective wholly-owned domestic Subsidiaries that are

Loan Parties, (B) a Loan Party may make loans to, and investments in, another Loan Party, (C) a Loan Party may acquire Permitted Investments, (D) a Loan Party may receive minority investments in Persons given to such Loan Party by

such Person in exchange for services provided by the applicable Loan Party, and (E) a Loan Party may make loans not involving the transfer of cash or cash equivalents to officers, directors, employees or consultants of such Loan Party for the

purchase of equity interests, or rights to acquire equity interests, issued for compensatory purposes;

(vi) incur any Indebtedness other

than the Obligations and Permitted Indebtedness;

(vii) create, incur, assume or suffer to exist any Lien or other encumbrance of any

nature whatsoever, other than in favor of Lender to secure the Obligations, on any of the Collateral whether now or hereafter owned, other than Permitted Liens;

(viii) guaranty or otherwise become liable with respect to the obligations of any Person other than (A) the Obligations and

(B) guarantees in respect of Permitted Indebtedness;

(ix) pay or declare any dividends or other distributions on any Loan

Party’s Equity Interests or redeem, retire, purchase or otherwise acquire, directly or indirectly, any Loan Party’s Equity Interests (each a “Restricted Payment”) other than:

(A) dividends payable solely in capital stock or other Equity Interests of such Loan Party and dividends and distributions to Borrowers; and

(B) so long as no Event of Default exists or would result therefrom, each Borrower may make quarterly distributions to its

members to permit such members to pay estimated federal and state income taxes then required to be made by such members as a result of being taxed on all or a portion of such Borrower’s Net Income, as a result of such Borrower being a limited

liability company (“Permitted Tax Distributions”); provided, that, prior to paying any such distribution, Borrowers shall provide Lender with a statement and supporting

-30-

documentation showing how the amount of such distributions was calculated and the same shall be subject to Lender’s approval in its Permitted Discretion, prior to the making of any such

distribution. When the applicable Borrower’s fiscal year-end financial statements have been completed, if the amount of Permitted Tax Distributions so paid to such Borrower’s members during such

year exceeds the amount of the federal and state income tax payable by them as a result of their being taxed on all or a portion of such Borrower’s Net Income, then such Borrower shall cause such members to make cash capital contributions to

such Borrower in an amount equal to the excess within ten (10) days after the amounts thereof have been determined, and in the event any of such Borrower’s members are entitled to a tax refund as a result of losses incurred by such

Borrower, such Borrower shall cause such members to make cash capital contributions to such Borrower in an amount equal to such refunds within ten (10) days after their receipt of the same;

(C) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Ultimate Parent, or any Subordinated Indebtedness

(as defined in the Term Debt Documents) (but solely to the extent constituting Permitted Indebtedness hereunder) of Ultimate Parent or any Loan Party; provided that: (a) such payment is made solely with the net cash proceeds of a substantially

concurrent issuance of Equity Interests of Parent (other than Disqualified Equity Interests); (b) such proceeds are not derived, directly or indirectly, from Indebtedness or from any Collateral (other than Equity Interest that is not Disqualified

Equity Interest); (c) such issuance and payment occur within 1 Business Day of each other; (d) no Default or Event of Default exists or would result therefrom; and (e) no proceeds of Revolving Loans are used, directly or indirectly, in

connection therewith;

(D) non-cash repurchases of Equity Interests deemed to occur (i) upon

exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any required tax

withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee

(E) Restricted

Payments by Ultimate Parent or a Loan Party, in each case without duplication, to (i) pay the Loan Parties’ franchise taxes and other fees, taxes and expenses required to maintain their corporate existence in the ordinary course of

business, (ii) pay customary and reasonable salaries, bonuses, customary indemnification obligations and customary other benefits payable to directors, officers and employees of a Loan Party in the ordinary course of business, (iii) pay

general corporate operating and overhead costs and expenses of a Loan Party in the ordinary course of business, including, without limitation, reasonable and documented legal, accounting and professional fees, and (iv) pay reasonable and

documented fees and expenses to non-Affiliates related to any equity or debt offering or other financing transaction that would be permitted hereunder;

-31-

(x) dissolve or elect to dissolve;

(xi) engage, directly or indirectly, in a business other than the business which is being conducted on the date hereof or any business

reasonably related, incidental or ancillary thereto, wind up its business operations or cease substantially all, or any material portion, of its normal business operations, or suffer any material disruption, interruption or discontinuance of a

material portion of its normal business operations;

(xii) pay any principal or other amount on (including, without limitation, any

excess cash flow payments, change of control payments, or any redemption and/or repurchase of) the Term Debt Permitted Indebtedness (other than as set forth in clauses (A) and (B) below), or any other Indebtedness that is contractually

subordinated to Lender in violation of the applicable subordination or intercreditor agreement or optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, except that, the Loan

Parties may (1) pay the Obligations in accordance with this Agreement and (2) make the following payments in respect of the Term Debt Permitted Indebtedness:

(A) with respect to the Permitted First Lien Term Debt, (1) cash payments of regularly scheduled

(non-default) interest accruing in respect of the Permitted First Lien Term Debt (at the rates set forth in the applicable Term Debt Documents on the date hereof), (2) subject to Section 1.8, payments of

principal solely to the extent the Past Due Eligibility Criteria Activation Date has occurred and such payments are made from (and do not exceed) the Net Proceeds of: (w) a Permitted Term Debt Asset Sale, (x) dispositions of Term Debt

Priority Collateral disposed of in a Permitted Station Sale, (y) 50% of the Net Proceeds of (i) an issuance by any Loan Party to any Person (other than to another Loan Party) of any Equity Interests (other than Disqualified Equity Interest)

after the Closing Date (but excluding a Permitted Term Debt Conversion), or (ii) a capital contribution from any Person (other than from another Loan Party), and (z) Permitted Indebtedness (other than the Obligations) incurred in

compliance with this Agreement and the Intercreditor Agreement; and (3) payment of the Consent Fees in accordance with the Intercreditor Agreement; and

(B) with respect to the Permitted PIK Term Debt, (A) the accrual of regularly scheduled

(non-default) interest paid in kind (and not in cash) by adding such interest to the principal of such Permitted PIK Term Debt (at the rates set forth in the applicable Term Debt Documents on the date hereof),

(B) following the payment in full of all Permitted First Lien Term Debt and subject to Section 1.8, payments of principal solely to the extent the Past Due Eligibility Criteria Activation Date has occurred and such payments are made from (and

do not exceed) the Net Proceeds of (w) a Permitted Term Debt Asset Sale, (x) dispositions of Term Debt Priority Collateral disposed of in a Permitted Station Sale, (y) 50% of the Net Proceeds of (i) an issuance by any Loan Party to

any Person (other than to another Loan Party) of any Equity Interests (other than Disqualified

-32-

Equity Interest) after the Closing Date (but excluding a Permitted Term Debt Conversion), or (ii) a capital contribution from any Person (other than from another Loan Party), and

(z) Permitted Indebtedness (other than the Obligations) incurred in compliance with this Agreement and the Intercreditor Agreement; provided, that, in no event shall such Net Proceeds from any of the transactions described in (w) through

(z) be applied to pay any of the Dissenting Permitted Unsecured PIK Term Debt; and

Conversion;

(xiii) enter into any transaction with an Affiliate other than (i) transactions between or among Loan Parties expressly

permitted by this Agreement and (ii) transactions on arms-length terms in the ordinary course of business in a manner consistent with past practices with terms no less favorable to a Loan Party than such Loan Party would have obtained from a non-Affiliate;

(xiv) change its jurisdiction of organization or enter into any transaction which has

the effect of changing its jurisdiction of organization except as provided for in Section 5.8;

(xv) agree, consent, permit or

otherwise undertake to amend or otherwise modify any of the terms or provisions of any Loan Party’s Organic Documents, except for such amendments or other modifications required by applicable law or that are not adverse to Lender, and then,

only to the extent such amendments or other modifications are fully disclosed in writing to Lender no less than five (5) Business Days prior to being effectuated;

(xvi) enter into or assume any agreement prohibiting the creation or assumption of any Lien on the Collateral to secure the Obligations upon

its properties or assets, whether now owned or hereafter acquired;

(xvii) create or otherwise cause or suffer to exist or become

effective any encumbrance or restriction (other than any Loan Documents) of any kind on the ability of any such Person to pay or make any dividends or distributions to Borrowers, to pay any of the Obligations, to make loans or advances or

to transfer any of its property or assets to Borrowers, except (A) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only

to the Subsidiary that is to be sold and such sale is permitted hereunder, and (B) customary terms and conditions in respect of any Permitted Indebtedness or Permitted Liens;

(xviii) agree, consent, permit or otherwise undertake to amend or otherwise modify any of the terms or provisions of the Term Debt Documents

in violation of the Intercreditor Agreement; provided, that, in no event shall any such amendment and/or modification change the Term Debt Maturity Date or grant any security for, or add more restrictive covenants applicable to, the Dissenting

Permitted Unsecured PIK Term Debt; or

(xix) (A) divide or enter into any plan of division pursuant to section 18-217 of the Delaware Limited Liability Company Act or any similar stature or provision under any applicable law or otherwise, (B) dispose of any property through a plan of division under the Delaware Limited

Liability Company Act or any comparable transaction under any similar law or (C) make any payment or distribution pursuant to a plan of division under the Delaware Limited Liability Company Act or any comparable transaction under any similar

law;

-33-

(xx) except for any such failure that could not reasonably be expected to have a Material

Adverse Effect, operate its businesses other than in accordance with the Communications Laws and the terms and conditions of the FCC Licenses;

(xxi) except for any such failure that could not reasonably be expected to have a Material Adverse Effect, fail to file any report or

application or pay any regulatory, filing or franchise fee pertaining to the business which is required to be filed with or paid to the FCC or any other Governmental Authority;

(xxii) shall take any action that would or could cause the FCC or any other Governmental Authority to institute any proceedings for the

cancellation, revocation, non-renewal, short-term renewal or material adverse modification of any of the Main Station FCC Licenses or take or permit to be taken any other action within its control that would

or could result in non-compliance with the requirements of the Communications Laws if, in either case, to take or permit to be taken any such action could reasonably be expected to have a Material Adverse

Effect; or

(xxiii) except for actions or failures to perform any act or fulfill any duty, obligation or responsibility as a result of

any occurrence beyond its control (which include but not be limited to, any act of God, riots, wars, fires, earthquakes or other natural disasters, terrorism, provision of any present or future law or regulation or act of any Governmental Authority,

civil unrest, labor dispute, disease, epidemic or pandemic, quarantine, national emergency, utility failure, computer hardware or software failure, malware or ransomware attack, communications system failure, unavailability of the Federal Reserve

Bank wire or telex system or other applicable wire or funds transfer system, or unavailability of any securities clearing system), no Loan Party shall permit or suffer the suspension or interruption of regular broadcast operations by a Station, or a

failure by any such Station to broadcast with its FCC-licensed facilities, which suspension, interruption, or failure persists for five (5) consecutive Business Days, or ten (10) Business Days in any

thirty (30) consecutive day period, if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

5.26 Financial Covenants. Each Loan Party shall at all times comply with the financial covenants described on Schedule E.

5.27 Employee and Labor Matters. There is (a) no unfair labor practice complaint pending or, to the knowledge of any

Borrower, threatened against any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or threatened against any Loan Party or its Subsidiaries which arises out of or under any collective

bargaining agreement and that could reasonably be expected to result in a material liability, (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened in writing against any Loan Party or its

Subsidiaries that could reasonably be expected to result in a material liability, or (c) to the knowledge of any Borrower, after due inquiry, no union representation question existing with respect to the employees of any Loan Party or its

Subsidiaries and no union organizing activity taking place with respect to any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or obligation under the Worker Adjustment

and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied. The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any

other applicable legal requirements. All material payments due from any Loan Party or its Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of

Borrowers, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a material liability.

-34-

5.28 FCC Matters.

(a) All FCC Licenses of the Loan Parties and their Subsidiaries, now owned or hereafter acquired, shall be held by one or more License

Subsidiaries that are Loan Parties (and any License Subsidiary may own more than one FCC License).

(b) The Loan Parties shall, and shall

cause their Subsidiaries to, at all times maintain the Main Station FCC Licenses and all other licenses, permits, permissions and other authorizations necessary to operate the Business as presently or as proposed to be conducted by the Loan Parties

except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

Closing Date, the Borrower shall (i) identify this Agreement in each Station’s local public inspection file and make redacted copies thereof (as approved by the Lender) available as required by applicable law and (ii) provide a copy

of this Agreement to the FCC upon request.

5.29 Post Closing Matters. Loan Parties shall execute and deliver the documents

and take such actions (or cause such actions to be taken by other Persons) as are set forth in the section labeled “Post Closing Deliverables and Covenants” on Exhibit B, in each case, on or prior to the deadlines specified

on Exhibit B (or such later dates as Lender may agree in its sole discretion).

5.30 Restructuring Consultant.

On or prior to the Closing Date, and at all times thereafter, the Loan Parties shall retain the services of a restructuring firm acceptable to Lender pursuant to an engagement letter and/or services agreement in form and substance acceptable to

Lender (which shall, without limiting the generality of the foregoing, include the services set forth on Exhibit I attached hereto). Lender agrees that, as of the Closing Date, Riveron Consulting LLC is an acceptable restructuring

firm.

LIMITATION OF LIABILITY AND INDEMNITY.

6.1 Limitation of Liability. In no circumstance will Lender, any Participant, any of their respective successors and

assigns, any of their respective Affiliates, or any of their respective directors, officers, employees, attorneys or agents (the “Released Parties”) be liable for lost profits or other special, punitive, or consequential

damages. Notwithstanding any provision in this Agreement to the contrary, this Section 6.1 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.

6.2 Indemnity/Currency Indemnity.

(a) Each Loan Party hereby agrees to indemnify the Released Parties and hold them harmless from and against any and all claims, debts,

liabilities, losses, demands, obligations, actions, causes of action, fines, penalties, costs and expenses (including attorneys’ fees and consultants’ fees), of every nature, character and description (including, without limitation,

natural resources damages, property damage and claims for personal injury), which the Released Parties may sustain or incur based upon or arising out of any of the transactions contemplated by this Agreement or any other Loan Documents or any of the

Obligations, including any transactions or occurrences relating to the issuance of any Letter of Credit, any Collateral relating thereto, any drafts thereunder and any errors or omissions relating thereto (including, without limitation, any loss or

claim due to any action or inaction taken by the issuer of any Letter of Credit or Lender) (and for this purpose any charges to Lender by any issuer of Letters of Credit shall be conclusive as to their appropriateness and may be charged to the Loan

Account), or any other matter, including any breach of any covenant or representation or warranty relating to any environmental and health and safety laws or an environmental release, cause or thing whatsoever occurred, done, omitted or suffered to

be done by Lender relating to any Loan Party or the Obligations (except any such amounts sustained or incurred solely as the result of the gross negligence or willful misconduct of such Released Parties, as finally determined by a court of competent

jurisdiction). Notwithstanding any provision in this Agreement to the contrary, this Section 6.2 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

-35-

(b) If, for the purposes of obtaining or enforcing judgment in any court in any jurisdiction

with respect to this Agreement or any Loan Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any Loan Document in any

currency other than the Judgment Currency (the “Currency Due”) (or for the purposes of Section 1.7(c)), then, to the extent permitted by law, conversion shall be made at the exchange rate reasonably selected by Lender

on the Business Day before the day on which judgment is given (or for the purposes of Section 1.7(c), on the Business Day on which the payment was received by the Lender). In the event that there is a change in such exchange rate between the

Business Day before the day on which the judgment is given and the date of receipt by the Lender of the amount due, each Loan Party shall to the extent permitted by law, on the date of receipt by Lender, pay such additional amounts, if any, or be

entitled to receive reimbursement of such amount, if any as may be necessary to ensure that the amount received by Lender on such date is the amount in the Judgment Currency which (when converted at such exchange rate on the date of receipt by

Lender in accordance with normal banking procedures in the relevant jurisdiction) is the amount then due under this Agreement or such Loan Document in the Currency Due. If the amount of the Currency Due (including any Currency Due for purposes of

Section 1.7(b)) which the Lender is so able to purchase is less than the amount of the Currency Due (including any Currency Due for purposes of Section 1.7(b)) originally due to it, each Loan Party shall to the extent permitted by law

jointly and severally indemnify and save Lender harmless from and against loss or damage arising as a result of such deficiency.

EVENTS OF DEFAULT AND REMEDIES.

7.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of

Default”:

(a) if any warranty, representation, statement, report or certificate made or delivered to Lender by or on behalf

of any Obligor is untrue or misleading in any material respect;

(b) if any Obligor fails to pay to Lender, (i) when due, any

principal or interest payment required under this Agreement or any other Loan Document, or (ii) within three (3) Business Days when due, any other monetary Obligation;

(c) (1) if any Loan Party defaults in the due observance or performance of any covenant, condition or agreement contained in Section 3.2,

4.1, 4.6, 4.7, 5.2 (limited to the last sentence of Section 5.2), 5.3, 5.13, 5.14, 5.15, 5.17, 5.24, 5.25, 5.26, 5.28, 5.29, or 5.30 of this Agreement; or

(2) if any Obligor defaults in the due observance or performance of any covenant, condition or agreement contained in any provision of this

Agreement or any other Loan Document to which such Obligor is a party (but excluding Sections 7.1(a), (b) or (c)(1) of this Agreement), and the continuance of such default unremedied for a period of fifteen (15) Business Days;

provided, that such fifteen (15) Business Day grace period shall not be available for any default that is not reasonably capable of being cured within such period or for any intentional default;

(d) if one or more judgments aggregating in excess of $500,000 (not fully covered by insurance as to which the relevant insurance company has

not disputed and/or denied coverage) is obtained against any Loan Party which remains unstayed or unvacated for more than thirty (30) days or is enforced;

-36-

(e) any default with respect to any Indebtedness (other than the Obligations) of any Loan

Party in a principal amount in excess of $500,000 if (i) such default shall consist of the failure to pay such Indebtedness when due, whether by acceleration or otherwise, or (ii) the effect of such default is to permit the holder, with or

without notice or lapse of time or both, to accelerate the maturity of any such Indebtedness or to cause such Indebtedness to become due prior to the stated maturity thereof (without regard to the existence of any subordination or intercreditor

agreements);

(f) the dissolution, death, termination of existence, insolvency or business failure or suspension or cessation of business

as usual of any Obligor (or of any general partner of any Loan Party if it is a partnership);

(g) if any Obligor shall apply for or

consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its properties, admit in writing its inability to pay its debts as they mature, make a general assignment for the benefit of creditors, be adjudicated a

bankrupt or insolvent or be the subject of an order for relief under the Bankruptcy Code or under any bankruptcy or insolvency law of a foreign jurisdiction, or file a voluntary petition in bankruptcy, or a petition or an answer seeking

reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed

against it in any proceeding under any such law, or take or permit to be taken any action in furtherance of or for the purpose of effecting any of the foregoing;

(h) the commencement of an involuntary case or other proceeding against any Obligor seeking liquidation, reorganization or other relief with

respect to it or its debts under any bankruptcy, insolvency or other similar applicable law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property and the same

is not dismissed within sixty (60) days, or if an order for relief is entered against any Obligor under any bankruptcy insolvency or other similar applicable law as now or hereafter in effect;

(i) the actual or attempted revocation or termination of, or limitation or denial of liability under, any guaranty of any of the Obligations,

or any security document securing any of the Obligations, by any Obligor;

(j) if any Loan Party makes any payment on account of any

Indebtedness or obligation which has been contractually subordinated to the Obligations other than payments which are not prohibited by the applicable subordination provisions pertaining thereto, or if any Person who has subordinated such

Indebtedness or obligations attempts to limit or terminate any applicable subordination provisions pertaining thereto;

(k) if there is

any actual indictment or conviction of any Borrower, any Guarantor or any of their respective Senior Officers under any criminal statute in each case related to a felony committed in the direct conduct of any Borrower’s, or such

Guarantor’s business, as applicable;

(l) the occurrence of a Change of Control;

(m) intentionally omitted;

(n)

if any Lien purported to be created by any Loan Document shall cease to be a valid perfected first priority Lien (subject only to any priority accorded by law and to Permitted Liens) on any material portion of the Collateral, or any Obligor shall

assert in writing that any Lien purported to be created by any Loan Document is not a valid perfected first priority lien (subject only to any priority accorded by law and to Permitted Liens) on the assets or properties purported to be covered

thereby;

-37-

(o) if any of the Loan Documents shall cease to be in full force and effect (other than as a

result of the discharge thereof in accordance with the terms thereof or by written agreement of all parties thereto);

(p) if (A) the

outstanding balance of all Revolving Loans and the Letter of Credit Balance exceeds, at any time, the lesser of (x) the Maximum Revolving Facility Amount and (y) the Borrowing Base, or (B) any of the Loan Limits for Revolving Loans

are, at any time, exceeded;

(q) (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or

could reasonably be expected to result in liability of any Loan Party or any ERISA Affiliate under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $500,000, (ii) the existence of any Lien

under Section 430(k) or Section 6321 of the Code or Section 303(k) or Section 4068 of ERISA on any assets of a Loan Party or any ERISA Affiliate, or (iii) a Loan Party or any ERISA Affiliate fails to pay when due, after the

expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $500,000;

(r) If (i) any Loan Party is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part

of its business, (ii) any Loan Party suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business, or (iii) there is a cessation of any material part of any Loan Party’s

business for a material period of time;

(s) (i) an “Event of Default” (as defined in the Term Debt Documents) has

occurred under the Term Debt Documents, which “Event of Default” shall not have been cured or waived within any applicable grace period; (ii) termination or breach of the Intercreditor Agreement by Borrowers, (iii) the attempt

by any Borrower to terminate or challenge in writing the validity of its obligations under the Intercreditor Agreement or (iv) the Intercreditor Agreement ceases to be enforceable;

(t) (i) any Loan Party shall lose, fail to keep in force, suffer the termination, suspension or revocation of, or terminate, forfeit or

suffer a material adverse amendment to, any Main Station FCC License, which could reasonably be expected to have a Material Adverse Effect; or (ii) the FCC shall schedule or conduct a formal hearing on the revocation of any Main Station FCC

License held by a Loan Party, which could reasonably be expected to have a Material Adverse Effect; or

(u) the FCC shall issue an order

(i) rescinding, vacating or reversing, or materially adversely modifying the terms of, any FCC Consent, (ii) requiring the reversal of any transaction for which FCC Consent was required or (iii) directing the divestiture of any Main

Station FCC License acquired in connection with any transaction for which FCC Consent was required (unless such divestiture was contemplated by the underlying transaction documentation (other than a rescission, unwind or similar provision thereof))

which, in each case under this subsection (u), could reasonably be expected to have a Material Adverse Effect.

7.2 Remedies

with Respect to Lending Commitments/Acceleration/Etc.. Upon the occurrence and during the continuance of an Event of Default Lender may, in Lender’s sole discretion (a) terminate all or any portion of its commitment to

lend to or extend credit to Borrowers under this Agreement and/or any other Loan Document, without prior notice to any Loan Party, and/or (b) demand payment in full of all or any portion of the Obligations (whether or not payable on demand

prior to such Event of Default), together the Early Payment/Termination Premium in the amount specified in the Fee Letter, and demand that the Letters of Credit be cash collateralized in the manner described in Section 1.7(b) and/or

(c) take any and all other and further actions and avail itself of any and all rights and remedies available to Lender under this Agreement, any other Loan Document, under law and/or in equity.

-38-

Notwithstanding the foregoing sentence, upon the occurrence of any Event of Default described in Section 7.1(g) or Section 7.1(h), without notice, demand or other action by Lender all

of the Obligations (including without limitation the Early Payment/Termination Premium in the amount specified in the Fee Letter) shall immediately become due and payable whether or not payable on demand prior to such Event of Default.

7.3 Remedies with Respect to Collateral. Without limiting any rights or remedies Lender may have pursuant to this Agreement, the

other Loan Documents, under applicable law or otherwise, upon the occurrence and during the continuance of an Event of Default:

(a) Any

and All Remedies. Lender may take any and all actions and avail itself of any and all rights and remedies available to Lender under this Agreement, any other Loan Document, under law or in equity, and the rights and remedies herein and therein

provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law or otherwise.

(b) Collections;

Modifications of Terms. Lender may but shall be under no obligation to (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) demand, sue for, collect and give receipts for and

take all necessary or desirable steps to collect any Collateral or Proceeds in its or any Loan Party’s name, and apply any such collections against the Obligations as Lender may elect; (iii) take control of any Collateral and any cash and

non-cash Proceeds of any Collateral; (iv) enforce, compromise, extend, renew settle or discharge any rights or benefits of each Loan Party with respect to or in and to any Collateral, or deal with the

Collateral as Lender may deem advisable; and (v) make any compromises, exchanges, substitutions or surrenders of Collateral Lender deems necessary or proper in its reasonable discretion, including extending the time of payment, permitting

payment in installments, or otherwise modifying the terms or rights relating to any of the Collateral, all of which may be effected without notice to, consent of, or any other action of any Loan Party and without otherwise discharging or affecting

the Obligations, the Collateral or the security interests granted to Lender under this Agreement or any other Loan Document.

(c)

Insurance. Subject to the Intercreditor Agreement, Lender may file proofs of loss and claim with respect to any of the Collateral with the appropriate insurer, and may endorse in its own and each Loan Party’s name any checks or drafts

constituting Proceeds of insurance. Subject to the Intercreditor Agreement, any Proceeds of insurance received by Lender may be applied by Lender against payment of all or any portion of the Obligations as Lender may elect in its reasonable

discretion.

(d) Possession and Assembly of Collateral. Lender may take possession of the Collateral and/or without removal render

each Loan Party’s Equipment unusable. Upon Lender’s request and subject to the Intercreditor Agreement, each Loan Party shall assemble the Collateral and make it available to Lender at a place or places to be designated by Lender.

(e) Set-off. Lender may and without any notice to, consent of or any other action by any

Loan Party (such notice, consent or other action being expressly waived), set-off or apply (i) any and all deposits (general or special, time or demand, provisional or final) at any time held by or for

the account of Lender or any Affiliate of Lender, and/or (ii) any Indebtedness at any time owing by Lender or any Affiliate of Lender or any Participant in the Loans to or for the credit or the account of any Loan Party, to the repayment of the

Obligations irrespective of whether any demand for payment of the Obligations has been made.

-39-

(f) Disposition of Collateral.

(i) Sale, Lease, etc. of Collateral. Lender may, without demand, advertising or notice, all of which each Loan Party hereby waives

(except as the same may be required by the UCC or other applicable law and is not waivable under the UCC or such other applicable law), at any time or times in one or more public or private sales or other dispositions, for cash, on credit or

otherwise, at such prices and upon such terms as determined by Lender (provided such price and terms are commercially reasonable within the meaning of the UCC to the extent such sale or other disposition is subject to the UCC requirements that such

sale or other disposition must be commercially reasonable) (A) sell, lease, license or otherwise dispose of any and all Collateral, and/or (B) deliver and grant options to a third party to purchase, lease, license or otherwise dispose of

any and all Collateral. Lender may sell, lease, license or otherwise dispose of any Collateral in its then-present condition or following any preparation or processing deemed necessary by Lender in its reasonable discretion. Lender may be the

purchaser at any such public or private sale or other disposition of Collateral, and in such case Lender may make payment of all or any portion of the purchase price therefor by the application of all or any portion of the Obligations due to Lender

to the purchase price payable in connection with such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale or other disposition of any Collateral from time to time by an announcement at the time and place of the

sale or disposition to be so postponed or adjourned without being required to give a new notice of sale or disposition; provided, however, that Lender shall provide the applicable Loan Party with written notice of the time and place of

such postponed or adjourned sale or disposition. Each Loan Party hereby acknowledges and agrees that Lender’s compliance with any requirements of applicable law in connection with a sale, lease, license or other disposition of Collateral will

not be considered to adversely affect the commercial reasonableness of any sale, lease, license or other disposition of such Collateral.

(ii) Deficiency. Each Loan Party shall remain liable for all amounts of the Obligations remaining unpaid as a result of any deficiency

of the Proceeds of the sale, lease, license or other disposition of Collateral after such Proceeds are applied to the Obligations as provided in this Agreement.

(iii) Warranties; Sales on Credit. Lender may sell, lease, license or otherwise dispose of the Collateral without giving any

warranties and may specifically disclaim any and all warranties, including but not limited to warranties of title, possession, merchantability and fitness. Each Loan Party hereby acknowledges and agrees that Lender’s disclaimer of any and all

warranties in connection with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness of any such disposition of the Collateral. If Lender sells, leases, licenses or

otherwise disposes of any of the Collateral on credit, Borrowers will be credited only with payments actually made in cash by the recipient of such Collateral and received by Lender and applied to the Obligations. If any Person fails to pay for

Collateral acquired pursuant to this Section 7.3(f) on credit, Lender may re-offer the Collateral for sale, lease, license or other disposition.

(g) Investment Property; Voting and Other Rights; Irrevocable Proxy.

(i) All rights of each Loan Party to exercise any of the voting and other consensual rights which it would otherwise be entitled to exercise

in accordance with the terms hereof with respect to any Investment Property, and to receive any dividends, payments, and other distributions which it would otherwise be authorized to receive and retain in accordance with the terms hereof with

respect to any Investment Property, shall immediately (but in no event prior to the receipt of any approvals required under Communications Laws), at the election of Lender (without requiring any notice) cease, and all such rights shall thereupon

become vested solely in Lender, and Lender (personally or through an agent) shall thereupon be solely authorized and empowered, without notice, to (A) transfer and register in its name, or in the name of its nominee, the whole or any part of

the Investment Property, it being acknowledged by each Loan Party that any such transfer and registration may be effected by Lender through its irrevocable appointment as

attorney-in-fact pursuant to Section 7.3(g)(ii) and Section 4.4 of this Agreement, (B)

-40-

exchange certificates and/or instruments representing or evidencing Investment Property for certificates and/or instruments of smaller or larger denominations, (C) exercise the voting and

all other rights as a holder with respect to all or any portion of the Investment Property (including, without limitation, all economic rights, all control rights, authority and powers, and all status rights of each Loan Party as a member or as a

shareholder (as applicable) of the Issuer), (D) collect and receive all dividends and other payments and distributions made thereon, (E) notify the parties obligated on any Investment Property to make payment to Lender of any amounts due

or to become due thereunder, (F) endorse instruments in the name of each Loan Party to allow collection of any Investment Property, (G) enforce collection of any of the Investment Property by suit or otherwise, and surrender, release, or

exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (H) consummate any sales of Investment Property or

exercise any other rights as set forth in Section 7.3(f) hereof, (I) otherwise act with respect to the Investment Property as though Lender was the outright owner thereof, and (J) exercise any other rights or remedies Lender may have

under the UCC, other applicable law, or otherwise.

(ii) EACH LOAN PARTY HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS ITS PROXY

AND ATTORNEY-IN-FACT FOR SUCH LOAN PARTY WITH RESPECT TO ALL OF EACH SUCH LOAN PARTY’S INVESTMENT PROPERTY WITH THE RIGHT, DURING THE CONTINUANCE OF AN EVENT OF

DEFAULT, WITHOUT NOTICE, TO TAKE ANY OF THE FOLLOWING ACTIONS: (A) TRANSFER AND REGISTER IN LENDER’S NAME, OR IN THE NAME OF ITS NOMINEE, THE WHOLE OR ANY PART OF THE INVESTMENT PROPERTY, (B) VOTE THE PLEDGED EQUITY, WITH FULL POWER

OF SUBSTITUTION TO DO SO, (C) RECEIVE AND COLLECT ANY DIVIDEND OR ANY OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE INVESTMENT PROPERTY OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY

INSTRUMENT MADE PAYABLE TO ANY LOAN PARTY FOR THE SAME, (D) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES, AND REMEDIES (INCLUDING ALL ECONOMIC RIGHTS, ALL CONTROL RIGHTS, AUTHORITY AND POWERS, AND ALL STATUS RIGHTS OF EACH LOAN PARTY AS A

MEMBER OR AS A SHAREHOLDER (AS APPLICABLE) OF THE ISSUER) TO WHICH A HOLDER OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED EQUITY, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS OR SHAREHOLDERS, CALLING

SPECIAL MEETINGS OF MEMBERS OR SHAREHOLDERS, AND VOTING AT SUCH MEETINGS), AND (E) TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH LENDER MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF

LENDER AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL (X) ALL OF THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN

FULL IN CASH IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (Y) LENDER HAS NO FURTHER OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (Z) THE COMMITMENTS UNDER THIS AGREEMENT HAVE EXPIRED

OR HAVE BEEN TERMINATED (IT BEING UNDERSTOOD AND AGREED THAT SUCH OBLIGATIONS WILL BE AUTOMATICALLY REINSTATED IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY LENDER

FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, AS A PREFERENCE, FRAUDULENT CONVEYANCE, OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY, OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE

EVENT PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT

LIMITATION, ALL REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED BY

-41-

LENDER IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL HEREBY BE DEEMED TO BE INCLUDED AS A PART OF THE OBLIGATIONS). SUCH APPOINTMENT OF LENDER AS PROXY AND AS

ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN ANY ORGANIC DOCUMENTS OF ANY LOAN PARTY,

ANY ISSUER, OR OTHERWISE.

(iii) In order to further effect the foregoing transfer of rights in favor of Lender, during the continuance

of an Event of Default, each Loan Party hereby authorizes and instructs each Issuer of Investment Property pledged by such Loan Party to comply with any instruction received by such Issuer from Lender without any other or further instruction from

such Loan Party, and each Loan Party acknowledges and agrees that each Issuer shall be fully protected in so complying, and to pay any dividends, distributions, or other payments with respect to any of the Investment Property directly to Lender.

(iv) Upon exercise of the proxy set forth herein, all prior proxies given by any Loan Party with respect to any of the Pledged Equity or

other Investment Property, as applicable (other than to Lender), are hereby revoked, and no subsequent proxies (other than to Lender) will be given with respect to any of the Pledged Equity or any of the other Investment Property, as applicable,

unless Lender otherwise subsequently agrees in writing. Lender, as proxy, will be empowered and may exercise the irrevocable proxy to vote the Pledged Equity and/or the other Investment Property at any and all times during the existence of an Event

of Default, including, without limitation, at any meeting of shareholders or members, as the case may be, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection

therewith. To the fullest extent permitted by applicable law, Lender shall have no agency, fiduciary, or other implied duties to any Loan Party, any Issuer, any Loan Party, or any other Person when acting in its capacity as such proxy or attorney-in-fact. Each Loan Party hereby waives and releases any claims that it may otherwise have against Lender with respect to any breach, or alleged breach, of any such

agency, fiduciary, or other duty.

(v) Any transfer to Lender or its nominee, or registration in the name of Lender or its nominee, of

the whole or any part of the Investment Property shall be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Property in accordance with the terms of this Agreement and is not intended to

effectuate any transfer of ownership of any of the Investment Property. Notwithstanding the delivery by Lender of any instruction to any Issuer or any exercise by Lender of an irrevocable proxy or otherwise, Lender shall not be deemed the owner of,

or assume any obligations or any liabilities whatsoever of the owner or holder of, any Investment Property unless and until Lender expressly accepts such obligations in a duly authorized and executed writing and agrees in writing to become bound by

the applicable Organic Documents or otherwise becomes the owner thereof under applicable law (including through a sale as described in Section 7.3(f) hereof). The execution and delivery of this Agreement shall not subject Lender to, or transfer

or pass to Lender, or in any way affect or modify, the liability of any Loan Party under the Organic Documents of any Issuer or any related agreements, documents, or instruments or otherwise. In no event shall the execution and delivery of this

Agreement by Lender, or the exercise by Lender of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of any Loan Party to, under, or in connection with any of the Organic Documents of any

Issuer or any related agreements, documents, or instruments or otherwise.

(h) Election of Remedies. Lender shall have the right in

Lender’s sole discretion to determine which rights, security, Liens and/or remedies Lender may at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way impairing,

modifying or affecting any of Lender’s other rights, security, Liens or remedies with respect to such property, or any of Lender’s rights or remedies under this Agreement or any other Loan Document.

-42-

(i) Lender’s Obligations. Each Loan Party agrees that Lender shall not have any

obligation to preserve rights to any Collateral against prior parties or to marshal any Collateral of any kind for the benefit of any other creditor of any Loan Party or any other Person. Lender shall not be responsible to any Loan Party or any

other Person for loss or damage resulting from Lender’s failure to enforce its Liens or collect any Collateral or Proceeds or any monies due or to become due under the Obligations or any other liability or obligation of any Loan Party to

Lender.

(j) Waiver of Rights by Loan Parties. Except as otherwise expressly provided for in this Agreement or by non-waivable applicable law, each Loan Party waives: (i) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default,

nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which any Loan Party may in any

way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (ii) all rights to notice and a hearing prior to Lender’s taking possession or control of, or to Lender’s replevy, attachment or levy upon, the

Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies and (iii) the benefit of all valuation, appraisal, marshalling and exemption laws.

(k) Governmental. The parties hereto acknowledge that notwithstanding anything to the contrary contained herein or in any other Loan

Document, any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken or proposed to be taken hereunder that would affect the operational, voting, or other control of any Loan Party or affect the ownership of

the FCC Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained

herein or in any other Loan Document, the Lender shall not take any action pursuant hereto that would constitute or result in any assignment of the FCC Licenses or transfer of control of any Loan Party or Subsidiary (including any License

Subsidiary) if such assignment or transfer of control would require, under then existing law (including the Communications Laws), FCC consent or other prior approval of the FCC, without first obtaining the required FCC consent or such approval of

the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). Each Loan Party agrees to take any lawful action which the Lender may reasonably request in order to obtain and enjoy the

full rights and benefits granted to the Lender by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Loan Party’s commercially reasonable efforts to assist in

obtaining any FCC consent or other approval of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement, including, without

limitation, the sale or transfer of Collateral. Such efforts shall include, without limitation, sharing with the Lender any FCC registration numbers, account numbers and passwords for the FCC’s electronic databases, subject to review for

accuracy, truthfulness and compliance with the Communications Laws or other applicable law, preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to

the assignment of the FCC Licenses or transfer of control of any Loan Party required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the FCC License; provided, however, that nothing

herein shall be construed to require any of the Loan Parties nor any of the Subsidiaries of any Loan Party to, directly or indirectly, violate any terms or conditions of any FCC License. The Lender also agrees that notwithstanding anything in this

Agreement or any other Loan Document to the contrary, (i) with respect to the voting rights in respect of the Pledged Equity of any Loan Party holding an FCC License or other applicable asset, such voting rights will remain with the relevant

Loan Party upon the occurrence and at any time during the continuance of an Event of Default, unless and until any required prior approvals of the FCC or a Governmental Authority to the transfer of such voting rights shall have been obtained,

(ii) to the extent required by law, the occurrence and at any time during the continuance of an Event of Default and foreclosure by the Lender upon the

-43-

Pledged Equity of any Loan Party holding an FCC License or other applicable asset, there will be either an arm’s length private or public sale of such Collateral, and (iii) prior to

the exercise of stockholder rights by the purchaser at any such sale, the prior consent of the FCC or Governmental Authority pursuant to applicable laws, or terms of the applicable FCC License, will be obtained. Nothing in this Section 7.3(k)

shall limit or otherwise prohibit the Lender from collecting Accounts due from account debtors of any Loan Party.

LOAN GUARANTY.

8.1 Guaranty. Each Guarantor hereby agrees that it is jointly and severally liable for, and absolutely and unconditionally

guarantees to Lender, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, all of the Obligations and all costs and expenses, including all court costs and attorneys’ and

paralegals’ fees (including allocated costs of in-house counsel and paralegals) and expenses paid or incurred by Lender in endeavoring to collect all or any part of the Obligations from, or in

prosecuting any action against, any Borrower, any Guarantor of all or any part of the Obligations (and such costs and expenses paid or incurred shall be deemed to be included in the Obligations). Each Guarantor further agrees that the Obligations

may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan Guaranty apply to and may be enforced by

or on behalf of any branch or Affiliate of Lender that extended any portion of the Obligations.

8.2 Guaranty of Payment.

This Loan Guaranty is a guaranty of payment and not of collection. Each Guarantor waives any right to require Lender to sue or otherwise take action against any Borrower, any other Guarantor, or any other Person obligated for all or any part of the

Obligations, or otherwise to enforce its payment against any Collateral securing all or any part of the Obligations.

8.3 No

Discharge or Diminishment of Loan Guaranty.

(a) Except as otherwise expressly provided for herein, the obligations of each Guarantor

hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of all of the Obligations), including: (i) any claim of waiver,

release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Obligations, by operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other

Guarantor; (iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Borrower or any other Guarantor, or their assets or any resulting release or discharge of any obligation of any Borrower or any other

Guarantor; or (iv) the existence of any claim, setoff or other rights which any Guarantor may have at any time against any Borrower, any other Guarantor, Lender, or any other Person, whether in connection herewith or in any unrelated

transactions.

(b) The obligations of each Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment, or

termination whatsoever by reason of the invalidity, illegality, or unenforceability of any of the Obligations or otherwise, or any provision of applicable law or regulation purporting to prohibit payment by any Borrower or any other Guarantor, of

the Obligations or any part thereof.

affected by: (i) the failure of Lender to assert any claim or demand or to enforce any remedy with respect to all or any part of the Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating

to the Obligations; (iii) any release, non-perfection, or invalidity of any indirect or direct security for all or any part of the Obligations or all or any part of any obligations of any

-44-

Guarantor; (iv) any action or failure to act by Lender with respect to any Collateral; or (v) any default, failure or delay, willful or otherwise, in the payment or performance of any

of the Obligations, or any other circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than

the indefeasible payment in full in cash of all of the Obligations).

8.4 Defenses Waived. To the fullest extent

permitted by applicable law, each Guarantor hereby waives any defense based on or arising out of any defense of any Guarantor or the unenforceability of all or any part of the Obligations from any cause, or the cessation from any cause of the

liability of any Guarantor, other than the indefeasible payment in full in cash of all of the Obligations. Without limiting the generality of the foregoing, each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to

the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Borrower, or any other Person. Each Guarantor confirms that it is not a surety under

any state law and shall not raise any such law as a defense to its obligations hereunder. Lender may, at its election, foreclose on any Collateral held by it by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral

in lieu of foreclosure or otherwise act or fail to act with respect to any Collateral, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other Guarantor or exercise any other right or remedy

available to it against any Borrower or any other Guarantor, without affecting or impairing in any way the liability of any Guarantor under this Loan Guaranty except to the extent the Obligations have been fully and indefeasibly paid in cash. To the

fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or

other right or remedy of any Guarantor against any Borrower or any other Guarantor or any security.

8.5 Rights of

Subrogation. No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Borrower or any other Guarantor, or any Collateral, until

the Termination Date.

8.6 Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the

Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of any Borrower or any other Person, or otherwise, each Guarantor’s obligations under this Loan Guaranty with respect to that

payment shall be reinstated at such time as though the payment had not been made and whether or not Lender is in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Obligations is stayed upon the insolvency,

bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement relating to the Obligations shall nonetheless be payable by the Loan Parties forthwith on demand by Lender. This

Section 8.6 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Obligations.

8.7 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of Borrowers’

financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that each Guarantor assumes and incurs under this Loan Guaranty, and agrees that

Lender shall not have any duty to advise any Guarantor of information known to it regarding those circumstances or risks.

8.8

Termination. To the maximum extent permitted by law, each Guarantor hereby waives any right to revoke this Loan Guaranty as to future Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor

acknowledges and agrees that (a) no such revocation shall be effective until written notice thereof has been received by Lender, (b) no such revocation shall apply to any Obligations in existence on the date of receipt by Lender of such

written notice (including any

-45-

subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any

Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of Lender, (d) no payment by any Borrower, any other Guarantor, or from any other source, prior to the date of Lender’s

receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder, and (e) any payment, by any Borrower or from any source other than a Guarantor which has made such a revocation, made subsequent to the

date of such revocation, shall first be applied to that portion of the Obligations as to which the revocation is effective and which are not, therefore, guarantied hereunder, and to the extent so applied shall not reduce the maximum obligation of

any Guarantor hereunder.

8.9 Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or

proceeding involving any federal or state corporate law or other law governing business entities, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of

any Guarantor under this Loan Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Loan Guaranty, then, notwithstanding any other provision

of this Loan Guaranty to the contrary, the amount of such liability shall, without any further action by the Loan Parties or Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such

action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section with respect to the Maximum Liability of each Guarantor is intended solely to preserve

the rights of Lender to the maximum extent not subject to avoidance under applicable law, and no Guarantor nor any other Person shall have any right or claim under this Section with respect to such Maximum Liability, except to the extent necessary

so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that the Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing

this Loan Guaranty or affecting the rights and remedies of Lender hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

8.10 Contribution. In the event any Guarantor shall make any payment or payments under this Loan Guaranty or shall

suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Loan Guaranty (such Guarantor a “Paying Guarantor”), each other Guarantor (each a “Non-Paying Guarantor”) shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Applicable Percentage” of such

payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Section 8.10, each Non-Paying Guarantor’s “Applicable Percentage” with respect to any such

payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (a) such Non-Paying Guarantor’s Maximum Liability as of

such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate

amount of all monies received by such Non-Paying Guarantor from Borrowers after the date hereof (whether by loan, capital infusion or by other means) to (b) the aggregate Maximum Liability of all Loan

Parties hereunder (including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any

Guarantor, the aggregate amount of all monies received by such Loan Parties from Borrowers after the date hereof (whether by loan, capital infusion or by other means). Nothing in this provision shall affect any Guarantor’s several liability

for the entire amount of the Obligations (up to such Guarantor’s Maximum Liability). Each of the Loan Parties covenants and agrees that its right to receive any contribution under this Loan Guaranty from a

Non-Paying Guarantor shall be subordinate and junior in right of payment to the payment in full in cash of all of the Obligations. This provision is for the benefit of Lender and the Loan Parties and may be

enforced by any one, or more, or all of them in accordance with the terms hereof.

-46-

8.11 Liability Cumulative. The liability of each Guarantor under this

Section 8 is in addition to and shall be cumulative with all liabilities of each Guarantor to Lender under this Agreement and the other Loan Documents to which such Guarantor is a party or in respect of any obligations or liabilities of the

other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically provides to the contrary.

PAYMENTS FREE OF TAXES; OBLIGATION TO WITHHOLD; PAYMENTS ON ACCOUNT OF TAXES.

9.1 Taxes.

(a) Any and

all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall to the extent permitted by applicable laws be made free and clear of and without reduction or withholding for any Taxes, except as

required by applicable law. If, however, applicable laws require the Loan Parties to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such laws as the case may be, upon the basis of the information and

documentation to be delivered pursuant to clause (e) below.

(b) If any Loan Party shall be required by applicable law to withhold or

deduct any Taxes from any payment, then (i) such Loan Party shall withhold or make such deductions as are required based upon the information and documentation it has received pursuant to clause (e) below, (ii) such Loan Party shall timely

pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the applicable law, and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the

Loan Parties shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Recipient receives an amount equal to

the sum it would have received had no such withholding or deduction been made. Upon request by Lender or other Recipient, Borrowers shall deliver to Lender or such other Recipient, as the case may be, the original or a certified copy of a receipt

issued by such Governmental Authority evidencing such payment of Indemnified Taxes, a copy of any return required by applicable law to report such payment or other evidence of such payment reasonably satisfactory to Lender or such other Recipient,

as the case may be.

Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d) Without limiting the provisions of subsections

(a) through (c) above, each Loan Party shall, and does hereby, on a joint and several basis indemnify Lender and each other Recipient (and their respective directors, officers, employees, affiliates and agents) and shall make payment in respect

thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes and Other Taxes (including Indemnified Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid or

incurred by Lender or any other Recipient on account of, or in connection with any Loan Document or a breach by a Loan Party thereof, and any penalties, interest and related expenses and losses arising therefrom or with respect thereto (including

the fees, charges and disbursements of any counsel or other tax advisor for Lender or any other Recipient (or their respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes or Other Taxes were

correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to Borrowers shall be conclusive absent manifest error. Notwithstanding any provision in this

Agreement to the contrary, this Section 9.1 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.

-47-

(e) If Lender or any Participant is entitled to an exemption from or reduction of

withholding Tax with respect to payments made under any Loan Document, Lender shall deliver to Borrowers and each such Participant shall deliver to Lender granting the participation, at the time or times prescribed by applicable laws or reasonably

requested by the Borrowers or Lender granting the participation, such properly completed and executed documentation as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, Lender shall deliver to

Borrowers and each Participant shall deliver to Lender granting the participation, at the time or times prescribed by applicable laws or reasonably requested by the Borrowers or the Lender granting the participation, such properly completed and

executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction or such other reasonably requested information as will enable Borrowers or Lender granting the participation, as the case may be, to determine

(i) whether or not payments made hereunder or under any other Loan Document are subject to Taxes or information reporting requirements, (ii) if applicable, the required rate of withholding or deduction, and (iii) such Lender’s

or Participant’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Recipient by the Loan Parties pursuant to this Agreement or otherwise to establish such

Recipient’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such

documentation set forth in Section 9.1(e)(i), (ii) or (iii)) shall not be required if in the Lender’s or Participant’s reasonable judgment such completion, execution or submission would subject such Lender or Participant to any

material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender or Participant.

Without limiting the

generality of the foregoing, if a Borrower is resident for tax purposes in the United States:

(i) Lender (or Participant) that is a

“United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrowers (or Lender granting a participation as applicable) on or about the date on which Lender becomes a lender (or such Participant is

granted a participation) under this Agreement (and from time to time thereafter upon the reasonable request of the Borrowers or Lender granting such participation), executed copies of Internal Revenue Service Form

W-9 (or any successor form), certifying that Lender (or such Participant) is exempt from U.S. federal backup withholding tax;

(ii) Lender (or Participant) that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code (a

“Non-U.S. Recipient”) shall deliver to Borrowers (and Lender granting a participation in case the Non-U.S. Recipient is a Participant) on or

prior to the date on which such Non-U.S. Recipient becomes a lender (or such Participant is granted a participation) under this Agreement (and from time to time thereafter upon the reasonable request of

Borrowers or Lender granting such participation but only if such Non-U.S. Recipient is legally entitled to do so), whichever of the following is applicable: (A) executed copies of Internal Revenue Service

Form W-8BEN (or any successor form) or Form W-8BEN-E (or any successor form) claiming eligibility for benefits of an income tax

treaty to which the United States is a party; (B) executed copies of Internal Revenue Service Form W-8ECI (or any successor form); (C) to the extent a Non-U.S.

Recipient is not the beneficial owner, executed copies of Internal Revenue Service Form W-8IMY (or any successor form) and all required supporting documentation; (D) each

Non-U.S. Recipient claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, shall provide (x) a certificate to the effect that such

Non-U.S. Recipient is not (I) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (II) a “10 percent shareholder” of the Borrowers within the meaning of

section 881(c)(3)(B) of the Code, or (III) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed copies of Internal Revenue Service Form W-8BEN

(or any successor form) or Form W-8BEN-E (or any successor form); and/or (E) executed copies of any other form prescribed by applicable law (including FATCA) as a

basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable law to permit Borrowers or any Lender granting a participation, to determine

the withholding or deduction required to be made;

-48-

(iii) If a payment made to Lender (or Participant) under any Loan Document would be subject

to United States federal withholding Tax imposed by FATCA if Lender (or such Participant) were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as

applicable), Lender (or such Participant) shall deliver to the Borrowers and Lender granting such participation at the time or times prescribed by law and at such time or times reasonably requested by the Borrowers or Lender granting such

participation such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrowers or Lender granting such participation as may

be necessary for the Borrowers and Lender granting such participation to comply with their obligations under FATCA and to determine that Lender or such Participant has complied with Lender’s or such Participant’s obligations under FATCA

or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement; and

(iv) If any form or certification previously delivered by Lender (or any Participant) expires or becomes obsolete or inaccurate in any

respect, Lender (or any Participant) shall update such form or certification or promptly notify Borrowers (or Lender granting a participation) of its legal inability to do so.

(f) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has

been indemnified pursuant to this Section 9.1 (including by the payment of additional amounts pursuant to this Section 9.1), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity

payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and

without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over

pursuant to this Section 9.1(f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.

Notwithstanding anything to the contrary in this Section 9.1(f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 9.1(f) the payment of which would place the indemnified

party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise

imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating

to its Taxes that it deems confidential) to the indemnifying party or any other Person. For purposes of this Section 9.1(f), all references to “refund” shall include the monetary benefit of a credit received in lieu of a refund of

Taxes.

(g) Each party’s obligations under this Section 9.1 shall survive any assignment of rights by Lender or any Participant

and the repayment, satisfaction or discharge of all obligations under any Loan Document.

-49-

10.

GENERAL PROVISIONS.

10.1 Notices.

(a)

Notice by Approved Electronic Communications.

Lender and each of its Affiliates is authorized to transmit, post or otherwise make

or communicate, in its sole discretion (but shall not be required to do so), by Approved Electronic Communications in connection with this Agreement or any other Loan Document and the transactions contemplated therein. Lender is hereby authorized to

establish procedures to provide access to and to make available or deliver, or to accept, notices, documents and similar items by posting to ABLServe. Each of the Loan Parties and Lender hereby acknowledges and agrees that the use of ABLServe and

other Approved Electronic Communications is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing

Lender and each of its Affiliates to transmit Approved Electronic Communications. ABLServe and all Approved Electronic Communications shall be provided “as is” and “as available”. None of Lender or any of its Affiliates or

related persons warrants the accuracy, adequacy or completeness of ABLServe or any other electronic platform or electronic transmission and disclaims all liability for errors or omissions therein. No warranty of any kind is made by Lender or any of

its Affiliates or related persons in connection with ABLServe or any other electronic platform or electronic transmission, including any warranty of merchantability, fitness for a particular purpose,

non-infringement of third-party rights or freedom from viruses or other code defects. Each Borrower and each other Loan Party executing this Agreement agrees that Lender has no responsibility for maintaining

or providing any equipment, software, services or any testing required in connection with ABLServe, any Approved Electronic Communication or otherwise required for ABLServe or any Approved Electronic Communication.

Prior to the Closing Date, Borrowing Agent shall deliver to Lender a complete and executed Client User Form regarding Borrowing Agent’s

use of ABLServe in the form of Exhibit C annexed hereto.

No Approved Electronic Communications shall be denied legal effect merely

because it is made electronically. Approved Electronic Communications that are not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating

with such Approved Electronic Communication, an E-Signature, upon which Lender and the Loan Parties may rely and assume the authenticity thereof. Each Approved Electronic Communication containing a signature,

a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original. Each E-Signature shall

be deemed sufficient to satisfy any requirement for a “signature” and each Approved Electronic Communication shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to this

Agreement, any other Loan Document, the Uniform Commercial Code, the Federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural law governing such subject matter. Each

party or beneficiary hereto agrees not to contest the validity or enforceability of an Approved Electronic Communication or E-Signature under the provisions of any applicable law requiring certain documents to

be in writing or signed; provided, that nothing herein shall limit such party’s or beneficiary’s right to contest whether an Approved Electronic Communication or E-Signature has been

altered after transmission.

-50-

(b) All Other Notices.

All notices, requests, demands and other communications under or in respect of this Agreement or any transactions hereunder, other than those

approved for or required to be delivered by Approved Electronic Communications (including via ABLServe or otherwise pursuant to Section 10.1(a)), shall be in writing and shall be personally delivered or mailed (by prepaid registered or

certified mail, return receipt requested), sent by prepaid recognized overnight courier service, or by email to the applicable party at its address or email address indicated below,

If to Lender:

Siena Lending

Group LLC

9 W Broad Street, 5th floor, Suite 540

Stamford, Connecticut 06902

Attention: Todd Eubanks

Email:

teubanks@sienalending.com

with a copy to:

Otterbourg P.C.

230 Park

Avenue

New York, NY 10169

Attention: Thomas Duignan, Esq.

Email: tduignan@otterbourg.com

If to Borrowers or any other Loan Party:

Beasley Media Group, LLC

3033

Riviera Drive

Suite 200

Naples, Florida 34103

Attention: Chris Ornelas

Email: chris.ornelas@bbgi.com

with a copy to:

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, D.C. 20004-1304

Attention : Patrick Shannon ; Caroline Reckler ; Sam Rettew ; Jack Anderson ; Pamela Kellet

Email : patrick.shannon@lw.com ; caroline.reckler@lw.com ;

samuel.rettew@lw.com ; jack.anderson@lw.com ;

pamela.kellet@lw.com

or, as to each party, at such other address as shall be designated by such party in a written notice to the other party delivered as aforesaid. All such

notices, requests, demands and other communications shall be deemed given (i) when personally delivered, (ii) three (3) Business Days after being deposited in the mails with postage prepaid (by registered or certified mail, return receipt

requested), (iii) one (1) Business Day after being delivered to the overnight courier service, if prepaid and sent overnight delivery, addressed as aforesaid and with all charges prepaid or billed to the account of the sender, or (iv) when

sent by email transmission to an email address designated by such addressee and the sender receives a confirmation of transmission.

-51-

10.2 Severability. If any provision of this Agreement or any other Loan

Document is held invalid or unenforceable, either in its entirety or by virtue of its scope or application to given circumstances, such provision shall thereupon be deemed modified only to the extent necessary to render same valid, or not applicable

to given circumstances, or excised from this Agreement or such other Loan Document, as the situation may require, and this Agreement and the other Loan Documents shall be construed and enforced as if such provision had been included herein as so

modified in scope or application, or had not been included herein or therein, as the case may be.

10.3 Integration. This

Agreement and the other Loan Documents represent the final, entire and complete agreement between each Loan Party party hereto and thereto and Lender and supersede all prior and contemporaneous negotiations, oral representations and agreements, all

of which are merged and integrated into this Agreement. THERE ARE NO ORAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS BETWEEN THE PARTIES THAT ARE NOT SET FORTH IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

10.4 Waivers. The failure of Lender at any time or times to require any Loan Party to strictly comply with any of the

provisions of this Agreement or any other Loan Documents shall not waive or diminish any right of Lender later to demand and receive strict compliance therewith. Any waiver of any default shall not waive or affect any other default, whether prior or

subsequent, and whether or not similar. None of the provisions of this Agreement or any other Loan Document shall be deemed to have been waived by any act or knowledge of Lender or its agents or employees, but only by a specific written waiver

signed by an authorized officer of Lender and delivered to Borrowers. Once an Event of Default shall have occurred, it shall be deemed to continue to exist and not be cured or waived unless specifically cured pursuant to the terms of this Agreement

or waived in writing by an authorized officer of Lender and delivered to Borrowers. Each Loan Party waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement,

extension or renewal of any commercial paper, Instrument, Account, General Intangible, Document, Chattel Paper, Investment Property or guaranty at any time held by Lender on which such Loan Party is or may in any way be liable, and notice of any

action taken by Lender, unless expressly required by this Agreement, and notice of acceptance hereof.

10.5 Amendment. This

Agreement may not be amended or modified except in a writing executed by Borrowers, the other Loan Parties party hereto (to the extent such amendment is directly adverse to such Loan Party), and Lender; provided, that, to the extent a schedule to

this Agreement is expressly permitted (and/or required) to be amended by the terms of this Agreement, any such update and/or modification shall not be subject to this Section 10.5.

10.6 Time of Essence. Time is of the essence in the performance by each Loan Party of each and every obligation under this

Agreement and the other Loan Documents.

10.7 Expenses, Fee and Costs Reimbursement. Borrowers hereby agree to promptly and

jointly and severally pay (a) all fees, costs and expenses of Lender (including Lender’s underwriting fees) and (b) all out of pocket fees, costs and expenses of legal counsel to, and appraisers, accountants, consultants and other

professionals and advisors retained by or on behalf of, Lender, all of which shall be reasonable, prior to the occurrence and continuance of an Event of Default, in connection with: (i) all loan proposals and commitments pertaining to the

transactions contemplated hereby (whether or not such transactions are consummated), (ii) the examination, review, due diligence investigation, documentation, negotiation, and closing of the transactions contemplated by the Loan Documents (whether

or not such transactions are consummated), (iii) the creation, perfection and maintenance of Liens pursuant to the Loan Documents, (iv) the performance by Lender of its rights and remedies under the Loan Documents, (v) the administration

of the Loans (including usual and customary fees for wire transfers and other transfers or payments received by Lender on account of any of the Obligations) and Loan Documents, (vi) any amendments, modifications, consents and waivers to and/or

under any and all Loan Documents (whether or not such amendments, modifications, consents or waivers are consummated), (vii) any periodic public record searches conducted by or at the request of Lender (including, title investigations and

public records

-52-

searches), pending litigation and tax lien searches and searches of applicable corporate, limited liability company, partnership and related records concerning the continued existence,

organization and good standing of certain Persons), (viii) protecting, storing, insuring, handling, maintaining, auditing, examining, valuing or selling any Collateral (including, without limitation, any operating expenses, insurance, taxes,

brokerage fees and maintenance costs associated with Lender’s efforts to foreclose and realize upon any Collateral pledged as security by an Obligor), (ix) any litigation, dispute, suit or proceeding relating to any Loan Document, and

(x) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Loan Documents (it being agreed that such costs and expenses may include the costs and expenses of workout consultants, investment

bankers, financial consultants, appraisers, valuation firms and other professionals and advisors retained by or on behalf of Lender), and (c) without limitation of the preceding clauses (a) and (b), all out of pocket costs and expenses of

Lender in connection with Lender’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder. Any fees, costs and expenses owing by Borrowers or any other Loan Party hereunder shall be due and payable within

three (3) days after written demand therefor.

10.8 Benefit of Agreement; Assignability. The provisions of this

Agreement shall be binding upon and inure to the benefit of the respective successors, assigns, heirs, beneficiaries and representatives of Borrowers, each other Loan Party party hereto and Lender; provided, that, neither

any Borrower nor any other Loan Party may assign or transfer any of its rights under this Agreement without the prior written consent of Lender, and any prohibited assignment shall be void. No consent by Lender to any assignment shall release any

Loan Party from its liability for any of the Obligations. Lender shall have the right to assign all or any of its rights and obligations under the Loan Documents to one or more other Persons, and each Loan Party agrees, to the extent applicable, to

execute any agreements, instruments and documents requested by Lender in connection with any such assignments. Notwithstanding any provision of this Agreement or any other Loan Document to the contrary, Lender may at any time pledge or grant a

security interest in all or any portion of its rights under this Agreement and the other Loan Documents to secure obligations of Lender, including any pledge or grant to secure obligations to a Federal Reserve Bank.

10.9 Recordation of Assignment. In respect of any assignment of all or any portion of any Lender’s interest in this

Agreement and/or any other Loan Documents at any time and from time to time, the following provisions shall be applicable:

(a) Borrowers,

or any agent appointed by Borrowers, shall maintain a register (the “Register”) in which there shall be recorded the name and address of each Person holding any Loans or any commitment to lend hereunder, and the principal

amount and stated interest payable to such Person hereunder or committed by such Person under such Person’s lending commitment. Borrowers hereby irrevocably appoint Lender (and/or any subsequent Lender appointed by Lender then maintaining the

(b) In connection with any negotiation, transfer or assignment as aforesaid, the transferor/assignor shall deliver to Lender then maintaining

the Register an assignment and assumption agreement executed by the transferor/assignor and the transferee/assignee, setting forth the specifics of the subject transaction, including but not limited to the amount and nature of Obligations and/or

lending commitments being transferred or assigned (and being assumed, as applicable), and the proposed effective date of such transfer or assignment and the related assumption (if applicable).

(c) Subject to receipt of any required tax forms reasonably required by Lender, such Person shall record the subject transfer, assignment and

assumption in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error; and each Borrower and each Lender shall treat each Person whose name is recorded in the Register as a Lender hereunder

for all purposes of this Agreement and the other Loan Documents. The Register shall be available for inspection by each Borrower and each Lender at any reasonable time and from time to time upon reasonable prior notice.

-53-

10.10 Participations. Anything in this Agreement or any other Loan

Document to the contrary notwithstanding, Lender may, at any time and from time to time, without in any manner affecting or impairing the validity of any Obligations, sell to one or more Persons participating interests in its Loans, commitments

and/or other interests hereunder and/or under any other Loan Document (any such Person, a “Participant”). In the event of a sale by Lender of a participating interest to a Participant, (a) such Lender’s

obligations hereunder and under the other Loan Documents shall remain unchanged for all purposes, (b) Borrowers and Lender shall continue to deal solely and directly with each other in connection with Lender’s rights and obligations

hereunder and under the other Loan Documents and (c) all amounts payable by Borrowers shall be determined as if Lender had not sold such participation and shall be paid directly to Lender; provided, however, a Participant shall be

entitled to the benefits of Section 9.1 as if it were a Lender if Borrowers are notified of the participation and the Participant complies with Section 9.1(e). Borrowers agree that if amounts outstanding under this Agreement or any other

Loan Document are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this

Agreement and the other Loan Documents to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, that such right of

set-off shall not be exercised without the prior written consent of Lender and shall be subject to the obligation of each Participant to share with Lender its share thereof. Borrowers also agree that each

Participant shall be entitled to the benefits of Section 10.9 as if it were Lender. Notwithstanding the granting of any such participating interests: (x) Borrowers shall look solely to Lender for all purposes of this Agreement, the Loan

Documents and the transactions contemplated hereby, (y) Borrowers shall at all times have the right to rely upon any amendments, waivers or consents signed by Lender as being binding upon all of the Participants, and (z) all communications

in respect of this Agreement and such transactions shall remain solely between Borrowers and Lender (exclusive of Participants) hereunder. Lender granting a participation hereunder shall maintain, as a

non-fiduciary agent of Borrowers, a register as to the participations granted and transferred under this Section containing the same information specified in Section 10.9 on the Register as if each

Participant were a Lender to the extent required to cause the Loans to be in registered form for the purposes of Sections 163(f), 165(j), 871, 881, and 4701 of the Code.

10.11 Headings; Construction. Section and subsection headings are used in this Agreement only for convenience and do not

affect the meanings of the provisions that they precede.

10.12 USA PATRIOT Act Notification. Lender hereby notifies

the Loan Parties that pursuant to the requirements of the USA PATRIOT Act, it may be required to obtain, verify and record certain information and documentation that identifies such Person, which information may include the name and address of each

such Person and such other information that will allow Lender to identify such Persons in accordance with the USA PATRIOT Act.

10.13 Counterparts; Email Signatures. This Agreement may be executed in any number of counterparts, all of which shall

constitute one and the same agreement. This Agreement may be executed by signatures delivered by electronic mail, each of which shall be fully binding on the signing party.

10.14 GOVERNING LAW. THIS AGREEMENT, ALONG WITH ALL OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE IN SUCH

OTHER LOAN DOCUMENT) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES (EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW). FURTHER, THE LAW OF THE

-54-

STATE OF NEW YORK SHALL APPLY TO ALL DISPUTES OR CONTROVERSIES ARISING OUT OF OR CONNECTED TO OR WITH THIS AGREEMENT AND ALL SUCH OTHER LOAN DOCUMENTS WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES

(EXCEPT SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAW).

10.15 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL; CONSENT TO SERVICE OF PROCESS.

ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW

YORK IN THE COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR IN ANY OTHER COURT (IN ANY JURISDICTION) SELECTED BY THE LENDER IN ITS SOLE DISCRETION, AND EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY

ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFOREMENTIONED COURTS. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY

APPLICABLE LAW, ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR BASED ON UPON 28 U.S.C. § 1404, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING AND

ADJUDICATION OF ANY SUCH ACTION, SUIT OR PROCEEDING IN ANY OF THE AFOREMENTIONED COURTS AND AMENDMENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY WAIVES ANY

RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER, AMENDMENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE

FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE OTHER TRANSACTION DOCUMENTS, AND AGREES THAT ANY SUCH ACTION,

PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER AND EACH OTHER LOAN PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON ANY BORROWER OR ANY OTHER LOAN PARTY AND CONSENTS THAT ALL SUCH

SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWERS’ NOTICE ADDRESS (ON BEHALF OF THE BORROWERS OR SUCH LOAN PARTY) SET FORTH IN SECTION 10.1 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO

BE COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAIL, OR, AT THE LENDER’S OPTION, BY SERVICE UPON BORROWERS OR ANY OTHER LOAN PARTY IN ANY OTHER MANNER PROVIDED UNDER THE RULES OF ANY SUCH COURTS.

10.16 Publication. Each Borrower and each other Loan Party consents to the publication by Lender of a tombstone, press

releases or similar advertising material relating to the financing transactions contemplated by this Agreement, and Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league

table measurements.

10.17 Confidentiality. Lender agrees to use commercially reasonable efforts not to disclose

Confidential Information to any Person without the prior consent of Borrowers; provided, however, that nothing herein contained shall limit any disclosure of the tax structure of the transactions contemplated hereby, or the disclosure

of any information (a) to the extent required by applicable law, statute, rule,

-55-

regulation or judicial process or in connection with the exercise of any right or remedy under any Loan Document, or as may be required in connection with the examination, audit or similar

investigation of the Lender or any of its Affiliates, (b) to examiners, auditors, accountants or any regulatory authority, (c) to the officers, partners, managers, directors, employees, agents and advisors (including independent auditors,

lawyers and counsel) of the Lender or any of its Affiliates, (d) in connection with any litigation or dispute which relates to this Agreement or any other Loan Document to which the Lender is a party or is otherwise subject, (e) to a

subsidiary or Affiliate of the Lender, (f) to any assignee or participant (or prospective assignee or participant) which agrees to be bound by this Section 10.17 and (g) to any lender or other funding source of the Lender (each

reference to Lender in the foregoing clauses shall be deemed to include the actual and prospective assignees and participants referred to in clause (f) and the lenders and other funding sources referred to in clause (g), as applicable for

purposes of this Section 10.17), and provided further, that (i) unless specifically prohibited by applicable law (as determined by Lender in good faith), Lender shall use its reasonable best efforts, prior to disclosure

thereof, to notify Borrowers of the applicable request for disclosure of such Information (A) to a Governmental Authority or representative thereof (other than any such request in connection with an examination of the financial condition of

such Lender by such Governmental Authority) or (B) pursuant to legal process and (ii) in no event shall the Lender be obligated or required to return any materials furnished by or on behalf of Borrowers or any other Loan Party other than

those documents and instruments in possession of Lender in order to perfect its Lien on the Collateral once the Obligations have been paid in full and this Agreement has been terminated. The obligations of the Lender under this Section 10.17

shall supersede and replace the obligations of the Lender under any confidentiality letter or provision in respect of this financing or any other financing previously signed and delivered by the Lender to Borrowers or any of their respective

Affiliates.

10.18 Borrowing Agency Provisions.

(a) Appointment of Borrowing Agent. Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in

such capacity to (i) in the case of the Borrowers, (A) borrow, (B) request advances, (C) request the issuance of Letters of Credit, (D) make elections regarding interest rates, (E) give instructions regarding Letters of

Credit and agree with the issuer thereof upon any amendment, extension or renewal of any Letter of Credit, and (ii) in the case of any Loan Party, (A) sign and endorse notes, (B) execute and deliver all instruments, documents,

applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other certificates, notice, writings and further assurances now or hereafter required hereunder, and (C) otherwise take

action under and in connection with this Agreement and the other Loan Documents, all on behalf of and in the name such Loan Party, and hereby authorizes Lender to pay over or credit all Loan proceeds hereunder in accordance with the request of

Borrowing Agent.

(b) Co-Borrowing. The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Lender shall not incur liability to any Loan Party as a

result thereof. To induce Lender to do so and in consideration thereof, each Loan Party hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted

against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Loan Parties as provided herein, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by

Lender with respect to this Section 10.18 except due to willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and

non-appealable judgment).

-56-

each Loan Party shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any extensions, renewals and forbearance granted by

Lender to any Loan Party, failure of Lender to give any Loan Party notice of borrowing or any other notice, any failure of Lender to pursue or preserve its rights against any Loan Party, the release by Lender of any Collateral now or thereafter

acquired from any Loan Party, and such agreement by each Loan Party to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Lender to the other Loan Parties or any Collateral for such Loan Party’s

Obligations or the lack thereof. Each Loan Party waives all suretyship defenses.

10.19 Intercreditor Agreement.

Notwithstanding anything herein to the contrary, the Lien and security interest granted to Lender pursuant to this Agreement and the exercise of any right or remedy by Lender hereunder are subject to the provisions of the Intercreditor Agreement.

[Remainder of Page Intentionally Blank]

-57-

IN WITNESS WHEREOF, Borrowers, each other Loan Party signatory hereto, and Lender have

signed this Agreement as of the date first set forth above.

LENDER:

SIENA LENDING GROUP LLC

By:

/s/ Steven Blumberg

Name: Steven Blumberg

Its: Authorized Signatory

By:

/s/ Daniel T. Eubanks

Name: Daniel T. Eubanks

Its: Authorized Signatory

[Signature Page to Loan

and Security Agreement (Beasley)]

BORROWER:

BEASLEY MEDIA GROUP, LLC

By: /s/ Caroline Beasley

Name: Caroline Beasley

Title: Chief Executive Officer

[Signature Page to Loan

and Security Agreement (Beasley)]

GUARANTORS:

BEASLEY MEDIA GROUP LICENSES, LLC

By:

/s/ Caroline Beasley

Name:

Caroline Beasley

Title:

Chief Executive Officer

BEASLEY MEZZANINE HOLDINGS, LLC

By:

/s/ Caroline Beasley

Name:

Caroline Beasley

Title:

Chief Executive Officer

BEASLEY BROADCAST GROUP, INC.

By:

/s/ Caroline Beasley

Name:

Caroline Beasley

Title:

Chief Executive Officer

[Signature Page to Loan

and Security Agreement (Beasley)]

EX-99.1

Filename: d64747dex991.htm · Sequence: 7

EX-99.1

Exhibit 99.1

For Immediate Release

Beasley Broadcast Group Announces Settlement of Previously Announced Exchange Offer and Tender Offer

NAPLES, Florida, May 1, 2026 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company,

today announced the settlement of its previously announced offers (the “Offers”) including (i) an exchange offer (the “Exchange Offer”) of the Company’s existing 9.200% Senior Secured Second Lien

Notes due 2028 (the “Existing Second Lien Notes”), (ii) an offer to purchase for cash up to $15,899,000 aggregate principal amount of 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien

Notes” and, together with the Existing Second Lien Notes, the “Existing Notes”) at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (the “Tender Offer”) and (iii) the

solicitation of consents (the “Consent Solicitations”) of the terms and conditions set forth in the Confidential Offering Memorandum and Solicitation Statement (the “Exchange Offer Memorandum”).

Holders of approximately $184,056,000 aggregate principal amount of Existing Second Lien Notes participated in the Exchange Offer, exchanging their

Existing Second Lien Notes into $98,475,254 aggregate principal amount of 2027 PIK Notes.

On March 30, 2026, the Company completed the purchase of

$15.9 million aggregate principal amount of Existing First Lien Notes pursuant to the Tender Offer, and $15.0 million aggregate principal amount of Existing First Lien Notes remain outstanding.

Holders (the “Supporting Holders”) of approximately 98.7% of the Existing First Lien Notes and 76.5% of the Existing Second Lien Notes

previously entered into an amended and restated transaction support agreement to support the Offers, subject to certain customary conditions, including a minimum participation condition (the “TSA Minimum Participation Condition”)

requiring 100% of holders of Existing Second Lien Notes to participate in the Exchange Offer. The Supporting Holder of the Existing Second Lien Notes waived the TSA Minimum Participation Condition on April 28, 2026.

Latham & Watkins LLP served as legal counsel to the Company. Guggenheim Securities, LLC acted as financial advisor to the Company.

About Beasley Broadcast Group

The Company is a

multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company

owns and operates stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA and Tampa-Saint Petersburg, FL.

Contact

Joseph Jaffoni, Jennifer Neuman, JCIR

(212) 835-8500

bbgi@jcir.com

Heidi Raphael, BBGI

(239)

263-5000

Note Regarding Forward-Looking Statements

This release contains “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than

statements of historical fact included in this release are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks

and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,”

“intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,”

“forecast,” or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees,

uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in

those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

•

the Company’s ability to comply with the continued listing standards of Nasdaq, remain listed on Nasdaq,

and make periodic filings with the SEC;

•

risks from health epidemics, natural disasters, terrorism, and other catastrophic events;

•

external economic forces and conditions that could have a material adverse impact on the Company’s

advertising revenues and results of operations;

•

adverse effects of inflation;

•

the ability of the Company’s stations to compete effectively in their respective markets for advertising

revenues;

•

the ability of the Company to develop compelling and differentiated digital content, products and services;

•

audience acceptance of the Company’s content, particularly its audio programs;

•

the ability of the Company to adapt or respond to changes in technology, standards and services that affect the

audio industry;

•

the Company’s dependence on federally issued licenses subject to extensive federal regulation;

•

actions by the Federal Communications Commission (“FCC”) or new legislation affecting the

audio industry;

•

increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to

be paid to record labels and recording artists;

•

the Company’s dependence on selected market clusters of stations for a material portion of its net revenue;

•

credit risk on the Company’s accounts receivable;

•

the risk that the Company’s FCC licenses could become impaired;

•

the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the

Company’s operational flexibility and ability to pay dividends;

•

risks related to the 2027 PIK Notes;

•

the Company’s ability to comply with debt covenants and service its debt;

•

impacts to the value of collateral assets;

•

the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s

corporate offices and stations;

•

the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends

upon to distribute its programming;

•

modifications or interruptions of the Company’s information technology infrastructure and information

systems;

•

the loss of key executives and other key employees;

•

the Company’s ability to identify, consummate and integrate acquired businesses and stations;

•

the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain

control of the Company; and

•

other economic, business, competitive, and regulatory factors affecting the businesses of the Company, as

discussed in more detail in the Company’s filings with the SEC.

Although the Company believes the expectations reflected in any

of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company does not intend, and undertakes no obligation, to update any

forward-looking statement.

GRAPHIC

Filename: g64747g0501104414332.jpg · Sequence: 11

Binary file (5913 bytes)

Download g64747g0501104414332.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 13

v3.26.1

Document and Entity Information

Apr. 27, 2026

Cover [Abstract]

Entity Registrant Name

BEASLEY BROADCAST GROUP INC

Security Exchange Name

NASDAQ

Amendment Flag

false

Entity Central Index Key

0001099160

Document Type

8-K

Document Period End Date

Apr. 27, 2026

Entity Incorporation State Country Code

Entity File Number

000-29253

Entity Tax Identification Number

65-0960915

Entity Address, Address Line One

3033 Riviera Drive

Entity Address, Address Line Two

Suite 200

Entity Address, City or Town

Naples

Entity Address, State or Province

Entity Address, Postal Zip Code

34103

City Area Code

(239)

Local Phone Number

263-5000

Written Communications

false

Soliciting Material

false

Pre Commencement Tender Offer

false

Pre Commencement Issuer Tender Offer

false

Security 12b Title

Class A Common Stock, par value $0.001 per share

Trading Symbol

BBGI

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration