Common use of Execution and Authentication Clause in Contracts

Execution and Authentication. Two Officers shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notes, the Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 Authenticating

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at its authentication. At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall shall, upon written request of the Company, authenticate such Notes which shall consist of and make available for delivery: (ia) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $850,000,000, (iib) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on in an unlimited principal amount, and (c) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an unrestricted global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes executed prior to or as of the Issue Date in an aggregate principal amount not have been duly authorized, executed and delivered by the Company and the Guarantors and are enforceable against them, subject to exceed [$ ]customary enforceability exceptions, and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with that the issuance of the Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchasehas been duly authorized. Such Company Order shall specify whether the aggregate principal Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4 or Section 10.02, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign (a) Each Note shall, upon issuance pursuant to Section 2.2, be executed on behalf of the Co-Issuers by an Authorized Officer of each Co-Issuer and delivered by the Co-Issuers to the Trustee for authentication and redelivery as provided herein. The signature of each such Authorized Officer on the Notes for the Issuer by may be manual or facsimile signaturefacsimile. If an Authorized Officer of any Co-Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Co-Issuers may deliver Notes of any particular Series (issued pursuant to Section 2.2) executed by the Co-Issuers to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Notes Trustee, in accordance with such Company Order and this Base Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such Notes. (c) No Note shall be entitled to rely any benefit under the Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for below, duly executed by the Trustee by the manual signature of a Trust Officer. Such signatures on the Note. The signature such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Base Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Co-Issuers to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such Authenticatingauthenticating agent. The Trustee’s certificate of authentication shall be in substantially the following form: “This is one of the Notes of a Series issued under the within mentioned Indenture. Citibank, N.A., as Trustee By: Authorized Signatory” (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Co-Issuers, and the Co-Issuers shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement to the Trustee and the Servicer (which need not comply with Section 14.3) stating that such Note has never been issued and sold by the Co-Issuers, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two Officers (a) At least one Officer shall sign execute the Notes for on behalf of the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. valid. (b) 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 by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. Except as otherwise provided herein, . (c) On the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIssue Date, the Trustee shall authenticate such Notes which shall consist shall, upon receipt of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance a written order of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have signed by an Officer (i) read an “Authentication Order”), authenticate and understood deliver the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Initial Notes, ; provided that the Trustee shall be entitled to receive, and shall be fully protected in relying upon, receive an Opinion Officer’s Certificate of Counsel in a form reasonably satisfactory to the Company addressing such matters as the Trustee stating that the form and terms thereof have been established may reasonably request in conformity connection with the provisions of this Indenture, do not give rise to a Default and that the issuance such authentication of such Notes has been duly authorized by the Issuer andNotes. In addition, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificateat any time and from time to time, the Trustee shall shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in substitution of an aggregate principal amount specified in such Authentication Order for such Additional Notes originally issued to reflect any name change of the Issuer. hereunder. (d) The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with holders, the Company or an Affiliate of the Company. (e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of the Company (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $500,000,000, and (b) Additional Notes, and (c) any other Unrestricted Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes to be authenticated, the date on which the original issue of Notes is to be authenticated, whether the Notes are to be Initial Notes, Additional Notes or other Unrestricted Global Notes and other information the Company may determine to include or the Trustee may reasonably request.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer by manual manual, electronic or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication. The Trustee shall be entitled authenticate and deliver: (i) Initial Notes for original issue in the aggregate principal amount not to rely on such signature as authentic and exceed $500.0 million; and (ii) Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, the terms of which Additional Notes shall be under no obligation set forth in either (1) a resolution of the Board of Directors of the Issuer, (2) an Officers’ Certificate or (3) one or more indentures supplemental hereto; provided that the Issuer’s ability to make any investigation issue Additional Notes shall be subject to the Company’s compliance with Section 4.04. in relation theretoeach case, after the following conditions have been met: (1) Receipt by the Trustee of an Officers’ Certificate specifying: (A) the amount of Notes to be authenticated pursuant to this Indenture and the date on which the Notes are to be authenticated, (B) whether the Notes are to be Initial Notes or Additional Notes, and (C) whether the Notes are to be issued as one or more Global Notes or Definitive Notes. (2) In the case of Additional Notes that are not fungible with the Initial Notes for federal income tax purposes, such Additional Notes shall bear a different CUSIP number and ISIN. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except The Trustee may authenticate the Note by manual, electronic or facsimile signature. Electronically imaged signatures such as otherwise provided herein.pdf files, faxed signatures or other electronic signatures to the aggregate principal amount Note and the authentication pages to the Note shall have the same effect as original signatures. A Note shall be dated the date of its authentication. The Initial Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by and the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain be considered collectively as a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable single class for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change Holders of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable Initial Notes and the Additional Notes shall vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Issuer Holders of the Initial Notes or the Additional Notes shall have the right to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture vote or consent as a separate class on any matter to authentication by the Trustee includes authentication by which such AuthenticatingHolders are entitled to vote or consent.

Execution and Authentication. Two Officers The Notes and the Trustee's certificate of authentication shall sign be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit C hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. One Officer shall execute the Notes for the Issuer Company, and the Note Guarantees for the Guarantors, by manual or facsimile signature. If an Officer whose signature is on a Note or a Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of authenticate Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes due for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on $350,000,000 upon a written order of the Issue Date Company in the form of an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after Officers' Certificate of the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof)Company. Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution The aggregate principal amount of Notes originally issued to reflect outstanding at any name change of the Issuertime may not exceed $350,000,000, except as provided in Section 3.06. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (a) With respect to each Issuer, the Notes shall be signed by manual or facsimile signature by either (a) two Officers, both of whom shall be the Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer or (b) a Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer and, with respect to such signature set forth in clause (b), such signature shall be attested by its Secretary or one of its Assistant Secretaries for the Issuer respective Issuer, as the case may be, by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery Notes which shall consist upon a written order of the Issuers signed by an Officer of each of the Issuers (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Issuer Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the An Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include . (ad) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. Typographic errors or defects in any such facsimile signature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinOn the Closing Date, the Company shall issue, and the Trustee shall authenticate and make available for delivery, the Initial Notes for original issue in the aggregate principal amount of Notes that $112,500,000. After the Closing Date, the Company may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificateissue, and the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes and make available for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]delivery, (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time issued pursuant to time Section 2.14. The Trustee shall so authenticate and make available for issuance after delivery Notes upon receipt of a written order or orders of the Issue Date to Company signed by an Officer of the extent otherwise permitted hereunder Company (including, without limitation, under Section 4.3 hereofa “Company Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such The Company Order shall specify the aggregate principal amount of Notes to be authenticated, shall specify whether such Notes will be represented by a Transfer Restricted Global Note or an Unrestricted Global Note and shall specify the date on which the each original issue of Notes are is to be authenticated, the issue price and the date from which interest on such ; provided that any Initial Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the form of a Transfer Restricted Note that is a Global Note. The Company Order and (ii) made such examination at any time or investigation as is necessary from time to enable them time may, without the consent of any Holder, issue Additional Notes pursuant to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on Section 2.14, which the statements set forth in the Company Order are based. In authenticating the Additional Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion all of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions benefits of this Indenture. Such Additional Notes will be deemed Notes for all purposes hereunder, do not give rise including without limitation in determining the necessary Holders who may take the actions or consent to a Default and that the issuance taking of such Notes has been duly authorized by actions as specified in this Indenture. The Trustee shall act as the Issuer and, if applicableinitial authenticating agent. Thereafter, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $1,000 principal amount and any integral multiple in excess thereof.

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic (including PDF) signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes shall Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall will not be valid until an authorized signatory authenticated by the manual, facsimile or electronic (including PDF) signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee will at any time, and from time to time, authenticate Notes for original issue in the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited provided in amount. Upon the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchaseOrder. Such Company Order shall specify may authorize authentication and delivery pursuant to written instructions from the Issuer or its duly authorized agent or agents. Each Note will be dated the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate. The aggregate principal amount of Notes of any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to be authenticatedSection 2.02, except as provided in Section 2.08. Prior to the issuance of Notes of any Series, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include will have received: (a) a statement the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form and the terms of the Notes of that the Persons signing the Company Order have Series or of Notes within that Series, (ib) read and understood the provisions of this Indenture relevant to the statements in the Company Order an Officer’s Certificate complying with Section 12.04, and (iic) made an Opinion of Counsel complying with Section 12.04. The Trustee will have the right to decline to authenticate and deliver any Notes of such examination Series if (a) the Trustee, being advised by counsel, determines that such action may not be taken lawfully or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope trust committee of directors and/or vice-presidents of the examination or investigation on which the statements set forth Trustee determines in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, good faith that such action would expose the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion personal liability to Holders of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions any then outstanding Series of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerNotes. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingauthenticating agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Execution and Authentication. Two Officers One Officer, who shall have been duly authorized by all requisite corporate actions, shall sign the Notes for the Issuer by manual manual, facsimile or facsimile electronic image scan signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. . (i) The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall initially authenticate such Notes which shall consist of (i) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], of $660,000,000 and (ii) Private Placement the Trustee shall thereafter authenticate (x) Additional Notes in one or more series (which may be of the same series as any Notes previously issued hereunder, or of a different series) from time to time for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], amounts specified by the Issuer and (iiiy) Additional Exchange Notes from time to time for issuance after issue in exchange for a like principal amount of Initial Notes or Initial Additional Notes, in each case specified in clauses (i) and (ii) above, upon a written order of the Issue Date to Issuer in the extent otherwise permitted hereunder (includingform of an Officer’s Certificate of the Issuer; provided, without limitationhowever, under Section 4.3 hereof). Any Company Order delivered in connection that if the Additional Notes of a series are not fungible with the issuance Initial Notes of Notes on such series for United States federal income tax purposes, the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as have a separate CUSIP, ISIN or other similar identification number than the same series of Notes as the Registered Notes or Private Placement Initial Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order Each such written order shall specify the aggregate principal amount of such Notes to be authenticated, authenticated and the date on which the such Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee No Note shall be entitled to receiveany benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be fully protected in relying uponconclusive evidence, an Opinion of Counsel in a form reasonably satisfactory and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee stating that the form and terms thereof for cancellation as provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been established in conformity with authenticated and delivered hereunder and shall never be entitled to the provisions benefits of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an one or more authenticating agent (“Authenticating Agent”) reasonably acceptable to agents with the consent of the Issuer to authenticate the Notes, and the Trustee may enter into an appropriate agency agreement with any such authentication agent not a party to this Indenture. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture. The Notes shall be issuable only in registered form without coupons in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000.

Execution and Authentication. Two Officers One Officer shall sign the Convertible Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Convertible Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesConvertible Note is authenticated, the Notes Convertible Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Convertible Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Convertible Note has been authenticated under this Indenture. Except as otherwise provided herein, Upon a written order of the aggregate principal amount Company signed by an Officer of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateCompany, the Trustee shall authenticate such Initial Convertible Notes which shall consist upon the execution of (i) Registered Notes this Indenture for original issue on the Issue Date in an aggregate principal amount of $10,333,000. The aggregate principal amount of Initial Convertible Notes outstanding at any time may not exceed that amount except as provided in Section 2.07. The Company may, from time to exceed [$ ]time after the execution of this Indenture, (ii) Private Placement execute and deliver to the Trustee for authentication Additional Convertible Notes for original issue on the Issue Date in of an aggregate principal amount not up to exceed [$ ]$33,304,000, and the Trustee shall thereupon authenticate and deliver said Additional Convertible Notes to or upon the written order of the Company in accordance with Section 2.4 of this Indenture, without any further action by the Company hereunder; provided however that the Company may issue Additional Convertible Notes only if: (1) such Additional Convertible Notes and Initial Convertible Notes are treated as part of the same issue of debt instruments for purposes of U.S. federal income tax laws; (2) such Additional Convertible Notes shall have the same CUSIP number as the Initial Convertible Notes, and (iii3) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read receives an Officers’ Certificate and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating effect that the form and terms thereof have been established in conformity such issuance of Additional Convertible Notes complies with the provisions of this Indenture, do not give rise to a Default including each provision of this paragraph. The Convertible Notes shall be issuable only in registered form without coupons and that the issuance only in denominations of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect $100 or any name change of the Issuerintegral multiple thereof. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Convertible Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Convertible Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate of the Company.

Execution and Authentication. Two Officers (a) A management board member A and a management board member B, or a duly appointed attorney, of the Issuer or, in case of Additional Notes, a person or persons authorized to represent the Issuer pursuant to its articles of association or other organizational documents, shall sign execute the Notes for on behalf of the Issuer by manual manual, facsimile or facsimile other electronic (including “.pdf” or “.tif” format) signature. If an Officer any such person whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position is no longer authorized to represent the Issuer at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. valid. (b) 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 by the manual signature of an authorized signatory of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. Except as otherwise provided herein, . (c) On the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIssue Date, the Trustee shall authenticate such Notes which shall consist shall, upon receipt of a written order of the Issuer signed by a management board member A and a management board member B, or a duly appointed attorney, of the Issuer (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in “Authentication Order”; provided that an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Authentication Order delivered in connection with the issuance authentication of Additional Notes on the Issue Date shall contain may be signed by a certification that on person or prior persons authorized to the time of issuance of Notes on the Issue Date represent the Issuer shall have obtained pursuant to its articles of association or other organizational documents), authenticate and deliver the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Initial Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read at any time and understood the provisions of this Indenture relevant from time to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notestime, the Trustee shall be entitled to receiveshall, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon upon receipt of a Company Order in the form of an Officers’ CertificateAuthentication Order, the Trustee shall authenticate and deliver any Additional Notes in substitution of an aggregate principal amount specified in such Authentication Order for such Additional Notes originally issued to reflect any name change of the Issuer. hereunder. (d) The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the each Issuer by manual manual, facsimile or facsimile electronically transmitted signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes shall Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee will, upon receipt of a written order of the Issuers signed by an Officer of each Issuer (an “Authentication Order”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes or Exchange Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt authorized for issuance by the Trustee of a Company Order Issuers pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. With respect to any Additional Notes, the form of Issuers shall set forth in an Officers’ Certificate, a copy of which shall be delivered to the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on at or prior to original issuance thereof, the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify following information: (a) the aggregate principal amount of such Additional Notes to be authenticated, authenticated and delivered pursuant to this Indenture; (b) the date on which the Notes are to be authenticatedissue price, the issue price date (and the corresponding date from which interest on shall accrue thereon and the first interest payment date therefor) and the CUSIP and/or ISIN number of such Additional Notes; (c) whether such Additional Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant subject to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation restrictions on which the statements transfer set forth in the Company Order are based. In authenticating the Section 2.06 relating to Restricted Global Notes and accepting the responsibilities under this Indenture in relation to the Restricted Definitive Notes, the Trustee ; and (d) whether such Additional Notes shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt benefits of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerRegistration Rights Agreement. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Execution and Authentication. Two Officers An Officer of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery: (1) Notes which shall consist of (i) Registered Notes a series for original issue on the Issue Date therefor in an aggregate principal amount not to exceed [$ ], specified in the applicable Authentication Order and (ii2) Private Placement any Additional Notes of such series for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the initial Issue Date to for such series in such principal amounts as set forth in Section 2.14, in each case upon a written order of the extent otherwise permitted hereunder Company signed by two Officers of the Company (including, without limitation, under Section 4.3 hereofan “Authentication Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Authentication Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the issue of Notes are is to be authenticated. Notwithstanding anything to the contrary contained herein, the Company may from time to time, without notice to or consent of the Holders, issue price and the date from which interest on such additional principal amounts of Additional Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to as may be issued as Definitive Notes or Global Notesand authenticated pursuant to clause (2) of this paragraph, and whether Notes authenticated and delivered upon registration or not the Notes shall bear the Private Placement Legendtransfer of, or such in exchange for, or in lieu of, other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope Notes of the examination same series pursuant to Section 2.06, Section 2.08, Section 2.09 , Section 3.06 or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerSection 9.04. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 AuthenticatingAuthenticating Agent. In case the Company, pursuant to Article 5, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto (if not otherwise a party to the Indenture) with the Trustee pursuant to Article 5, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Authentication Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such

Execution and Authentication. Two Officers shall sign Subordinated Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes for may be manual or facsimile. Subordinated Notes bearing the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer signatures of individuals who were at the time of execution Authorized Officers of the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such execution but no longer holds that office individuals or position any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the time the Trustee authenticates the date of such Subordinated Notes, the Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic or an Authenticating Agent will authenticate and shall be under no obligation to make any investigation deliver the Initial Notes for original issue in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the initial aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amountup to $40,000,000 upon one or more Company Orders and an Opinion of Counsel. Upon receipt by In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order in the form Order, Opinion of an Counsel and Officers’ Certificate, the Trustee shall Certificate authenticate such Notes which shall consist of (i) Registered and deliver any Exchange Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement $40,000,000 specified in such Company Order for Exchange Notes for original issue on the Issue Date in an issued hereunder. The aggregate principal amount not of the Outstanding Subordinated Notes to exceed [$ ], be issued hereunder may be increased at any time hereafter and (iii) Additional the series may be reopened for issuances of additional Subordinated Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any upon Company Order delivered in connection with without the issuance consent of any Holder. The Subordinated Notes issued on the Issue Date date hereof and any such additional Subordinated Notes that may be issued hereafter shall contain a certification that on or prior to the time be part of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Subordinated Notes as for all purposes under this Indenture. Unless the Registered context otherwise requires, the initial Subordinated Notes or Private Placement Notes, as applicable and the Exchange Notes shall constitute one series for all purposes under this Indenture, includingincluding with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without limitation, for purposes coupons and in minimum denominations of waivers, amendments, redemptions $100,000 and offers any integral multiple of $1,000 in excess thereof. The Trustee will not be required to purchase. Such Company Order shall specify the aggregate principal amount of authenticate any Subordinated Notes to be authenticated, the date on which the Notes are to be authenticated, if the issue price and the date from which interest on of such Subordinated Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to will affect the NotesTrustee’s own rights, duties or immunities under the Trustee shall be entitled to receive, Subordinated Notes and shall be fully protected in relying upon, an Opinion of Counsel this Indenture or otherwise in a form reasonably satisfactory to the Trustee stating manner that the form and terms thereof have been established in conformity with the provisions of this Indenture, do is not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to authenticate Notes. Unless otherwise provided any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the appointment, an form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such AuthenticatingSubordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall be conclusive evidence and the only evidence, that the Note has been authenticated and delivered under this Indenture. Except as otherwise provided herein, the The aggregate principal amount of Notes that which may be outstanding at any time authenticated and delivered under this Indenture is not limited in amountunlimited. Upon receipt The Trustee shall, upon a written order of the Company signed by one Officer of the Trustee of a Company Order in the form of (an Officers’ Certificate“Authentication Order”), the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in date hereof of $300.0 million. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of an aggregate principal amount not to exceed [$ ]Authentication Order, (ii) Private Placement authenticate Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof)specified in such Authentication Order. Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company The Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on . In authenticating such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the additional responsibilities under this Indenture in relation to the such Notes, the Trustee shall be entitled to receive, receive and shall be fully protected in relying upon: (A) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; (B) an Officers’ Certificate delivered in accordance with Section 12.04(i) hereof; and (C) an Opinion of Counsel in a form reasonably satisfactory to which shall state: (1) that such Notes, when authenticated and delivered by the Trustee stating and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and (2) that all laws and corporate requirements in respect of the form execution and terms thereof have been established in conformity with delivery by the provisions of this Indenture, do not give rise to a Default and that the issuance Company of such Notes has have been duly authorized complied with. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by the Issuer andcounsel, determines that such action may not lawfully be taken or if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee in good faith shall authenticate Notes in substitution of Notes originally issued determine that such action would expose the Trustee to reflect any name change of the Issuerpersonal liability to existing Holders. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Execution and Authentication. Two Officers shall sign Subordinated Notes will be executed on behalf of the Company by any Authorized Officer and may (but need not) have the Company’s corporate seal or a facsimile thereof reproduced thereon. The signature of an Authorized Officer on the Subordinated Notes for may be manual or facsimile. Subordinated Notes bearing the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer signatures of individuals who were at the time of execution Authorized Officers of the Company will, to the fullest extent permitted by law, bind the Company, notwithstanding that such execution but no longer holds that office individuals or position any of them have ceased to hold such offices prior to the authentication and delivery of such Subordinated Notes or did not hold such offices at the time the Trustee authenticates the date of such Subordinated Notes, the Notes shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic or an Authenticating Agent will authenticate and shall be under no obligation to make any investigation deliver the Initial Notes for original issue in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the initial aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amountup to $40.0 million upon one or more Company Orders and an Opinion of Counsel. Upon receipt by In addition, the Trustee or an Authenticating Agent will upon receipt of a Company Order in the form Order, Opinion of an Counsel and Officers’ Certificate, the Trustee shall Certificate authenticate such Notes which shall consist of (i) Registered and deliver any Exchange Notes for original issue on the Issue Date in an initial aggregate principal amount not to exceed [$ ], (ii) Private Placement $40.0 million specified in such Company Order for Exchange Notes for original issue on the Issue Date in an issued hereunder. The aggregate principal amount not of the Outstanding Subordinated Notes to exceed [$ ], be issued hereunder may be increased at any time hereafter and (iii) Additional the series may be reopened for issuances of additional Subordinated Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any upon Company Order delivered in connection with without the issuance consent of any Holder. The Subordinated Notes issued on the Issue Date date hereof and any such additional Subordinated Notes that may be issued hereafter shall contain a certification that on or prior to the time be part of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Subordinated Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this the Indenture. Unless the context otherwise requires, the initial Subordinated Notes and the Exchange Notes shall constitute one series for all purposes under the Indenture, includingincluding with respect to any amendment, waiver, acceleration or other Act of the Holders or upon redemption of the Subordinated Notes. The Subordinated Notes will be issued only in registered form without limitation, for purposes coupons and in minimum denominations of waivers, amendments, redemptions $100,000 and offers any integral multiple of $1,000 in excess thereof. The Trustee will not be required to purchase. Such Company Order shall specify the aggregate principal amount of authenticate any Subordinated Notes to be authenticated, the date on which the Notes are to be authenticated, if the issue price and the date from which interest on of such Subordinated Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to will affect the NotesTrustee’s own rights, duties or immunities under the Trustee shall be entitled to receive, Subordinated Notes and shall be fully protected in relying upon, an Opinion of Counsel this Indenture or otherwise in a form reasonably satisfactory to the Trustee stating manner that the form and terms thereof have been established in conformity with the provisions of this Indenture, do is not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Trustee or if the Trustee, being advised by counsel, determines that such action may not lawfully be taken. No Subordinated Note will be entitled to authenticate Notes. Unless otherwise provided any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Subordinated Note a certificate of authentication substantially in the appointment, an form provided for herein executed by or on behalf of the Trustee or by the Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by manual signature of one of its authorized signatories. Such certificate upon any Subordinated Note will be conclusive evidence, and the only evidence, that such AuthenticatingSubordinated Note has been duly authenticated and delivered hereunder.

Execution and Authentication. Two Officers shall sign (a) Each Series of Group I Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of HVF II by an Authorized Officer and delivered by HVF II to the Notes Trustee for the Issuer by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Group I Note was an Officer at the time of such execution but no longer holds that office or position at the time the Group I Note is authenticated, such Group I Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Group I Supplement, HVF II may deliver Group I Notes of any particular Series of Group I Notes executed by HVF II to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Group I Notes, and the Notes Trustee, in accordance with such Company Order and this Group I Supplement, shall be valid nevertheless. The Trustee authenticate and deliver such Group I Notes. (c) No Group I Note shall be entitled to rely any benefit under the Group I Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Group I Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Group I Notes of the Series of Group I Notes to which such Group I Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Group I Note has been duly authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerGroup I Supplement. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer HVF II to authenticate Group I Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate Group I Notes whenever the Trustee may do so. Each reference in this Indenture Group I Supplement to authentication by the Trustee includes authentication by such Authenticatingagent. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Group I Notes of a Series of Group I Notes issued under the within mentioned Group I Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each Group I Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Group I Note shall have been authenticated and delivered hereunder but never issued and sold by HVF II, and HVF II shall deliver such Group I Note to the Trustee for cancellation as provided in Section 2.4 of the Base Indenture together with a written statement (which need not comply with Section 10.3 of the Base Indenture and need not be accompanied by an Opinion of Counsel) stating that such Group I Note has never been issued and sold by HVF II, for all purposes of the Group I Indenture such Group I Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Group I Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any Group I Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. Two Officers An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinUpon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall (whether itself or via the authenticating agent) authenticate (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], £425,000,000 and (iiib) Additional Notes Notes, from time to time for issuance after the Issue Date time, subject to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to compliance at the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. such Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this IndentureSection 4.06. Any issue of Additional Notes that is to utilize the same ISIN number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of US Treas. Reg. §1.1275-2(k)(3), do not give rise to a Default and that or any successor provision, all as in effect at the issuance time of such Notes has been duly authorized by the Issuer and, if applicable, further issue) of the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution issue of Notes originally issued to reflect any name change of having the Issuershared ISIN number, as the case may be. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such Authenticatingagent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers shall An Officer must sign the certificated Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes shall Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A certificated Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs Trustee. A Book-Entry Note will not be valid until authenticated by the certificate entry, at the Trustee’s instruction to the Registrar, of authentication on the Noteissuance of such Note in the Register in accordance with the procedures of the Registrar. The Such signature shall or entry, as applicable, will be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. Except as otherwise provided hereinThe Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), authenticate Notes for issue under this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.07 hereof. Each Authentication Order shall specify the amount of Notes to be authenticated and the date on which such Notes are to be authenticated. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt authorized for issuance by the Trustee of a Company Order Issuer pursuant to one or more Authentication Orders, except as provided in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 2.08 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Initial Notes and any Additional Notes and accepting the additional responsibilities under this the Indenture in relation to the Notes, Notes the Trustee shall be entitled to receive, and (subject to Section 12.02 of the Base Indenture) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel Counsel, each prepared in a form reasonably satisfactory to accordance with Section 17.01 of the Trustee Base Indenture, stating (i) that the conditions precedent, if any, provided for in the Indenture which relate to such authentication have been complied with, (ii) that the terms of and form and terms thereof of the Notes have been established in conformity with the provisions Indenture and (iii) with respect to the Opinion of this IndentureCounsel, do not give rise to a Default and that the issuance Notes constitute the valid, binding and enforceable obligations of such Notes has been duly authorized by the Issuer and, if applicable, according to the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued terms thereof (subject to reflect any name change of the Issuercustomary exceptions and qualifications). The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Execution and Authentication. Two Officers One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was an a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that which may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the The Trustee shall authenticate such Notes Notes, which shall consist of (i) Registered Initial Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ], $400,000,000 and (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered , in connection with the issuance each case upon receipt of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the an Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit FacilityOrder. Additional Notes will be treated the same as the same series of Initial Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the GuarantorsIssuer. Upon receipt of a Company Order in the form of an Officers’ CertificateIssuer Order, the Trustee shall authenticate Notes in substitution of for Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution and Authentication. (a) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. The Company's seal may be reproduced on the Notes and may be in facsimile form. (b) If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. valid. (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein. (d) The Trustee shall, upon a written order of the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt Company signed by the Trustee of a Company Order in the form of an Officers’ CertificateOfficer (an "Authentication Order"), the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], issue. (iie) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. (f) The Company may issue Additional Notes from time to time after the offering of the Initial Notes. With respect to any Additional Notes, the Company shall set forth in a resolution of the Board of Directors and an Officers' Certificate, a copy of each which shall be delivered to the Trustee, the following information: (i) the aggregate principal amount at maturity of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue price, the issue date and the CUSIP number and corresponding ISIN of such Additional Notes; and (iii) whether such Additional Notes shall be subject to transfer restrictions and issued in the form of Initial Notes as set forth in Exhibit A to this Indenture or shall be issued in the form of Exchange Notes as set forth in Exhibit A to this Indenture. The Initial Notes, the Exchange Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes shall Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the The aggregate principal amount of Notes that which may be outstanding at any time authenticated under this Indenture is not limited in amountunlimited. Upon receipt by the Trustee The Company may, subject to Article IV of a Company Order in the form of an Officers’ Certificatethis Indenture and applicable law, the Trustee shall authenticate such issue Additional Notes which shall consist of (i) Registered under this Indenture. The Notes for original issue issued on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) any Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes subsequently issued will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable a single class for all purposes under this Indenture. Furthermore, includingin the case of Additional Notes having the same “CUSIP” number as the Notes issued on the date hereof, such Additional Notes will be fungible with all other Notes for U.S. federal income tax purposes. At any time and from time to time after the execution of this Indenture, the Trustee will, upon receipt of a written order of the Company signed by at least one Officer of the Company (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for (a) original issue in an aggregate principal amount specified in such Authentication Order and (b) Additional Notes in such amounts as may be specified from time to time without limitationlimit, for purposes so long as such issuance is permitted under Article IV of waivers, amendments, redemptions this Indenture and offers to purchaseapplicable law. Such Company The Authentication Order shall will specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company or an Affiliate of the Company.

Execution and Authentication. Two Officers shall sign the (a) The Indenture Notes for the Issuer shall, upon issue pursuant to Section 2.2, be executed on behalf of ZVF by an Authorized Officer by manual or facsimile signaturesignature and delivered by ZVF to the Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an Indenture Note was an Officer at the time of such execution but no longer holds that office or position at the time the Indenture Note is authenticated, the Indenture Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of the Indenture, ZVF may deliver Indenture Notes of any particular Series of Indenture Notes executed by ZVF to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Indenture Notes, and the Notes Trustee, in accordance with such Company Order and the Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such Indenture Notes. (c) No Indenture Note shall be entitled to rely any benefit under the Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Indenture Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Indenture Notes of the Series of Indenture Notes to which such Indenture Note belongs are listed on the NoteLuxembourg Stock Exchange and the Luxembourg Stock Exchange so requires). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Indenture Note has been duly authenticated under this the Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer ZVF to authenticate Indenture Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate Indenture Notes whenever the Trustee may do so. Each reference in this the Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Indenture Notes1 of a Series of Indenture Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee By: (d) Each Indenture Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Indenture Note shall have been authenticated and delivered hereunder but never issued and sold by ZVF, and ZVF shall deliver such Indenture Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Indenture Note has never been issued and sold by ZVF, for all purposes of the Indenture such Indenture Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture. 1 “Indenture Notes” may be replaced with “Notes” in the Authentication of a Note. The Trustee shall have the right to decline to authenticate and deliver any Indenture Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. Except as otherwise specified as contemplated by Section 3.01 for securities of any series, the Securities and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Securities may have notations, legends or endorsements required by law, stock exchange rule or usage. The Issuer shall approve the form of the Securities and any notation, legend or endorsement thereon. Each Security shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the form of Security annexed hereto as Exhibit A-1 shall constitute, and is hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Securities issued in exchange for interests in a Global Security pursuant to Section 3.16 hereof may be issued in the form of permanent certificated Securities in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Securities"). Two Officers shall sign sign, or one Officer shall sign, and one Officer (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes Securities for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note Security was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesSecurity, the Notes Security shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at At any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance execution and delivery of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, includingthe Issuer may deliver Securities of any series executed by the Issuer to the Trustee for authentication, without limitationtogether with a Issuer Order for the authentication and delivery of such Securities, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company the Trustee in accordance with the Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price authenticate and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to Securities available for delivery. If the nature and scope form or terms of the examination Securities of the series have been established in or investigation on which the statements set forth pursuant to one or more Board Resolutions as permitted by Sections 2.01 and 3.01, in the Company Order are based. In authenticating the Notes such Securities, and accepting the additional responsibilities under this Indenture in relation to the Notessuch Securities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through (d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that stating, (a) if the form and of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.01, that such form has been established in conformity with the provisions of this Indenture; (b) if the terms thereof of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such terms have been established in conformity with the provisions of this Indenture; (c) that such Securities, do not give rise to a Default when authenticated and that delivered by the issuance of such Notes has been duly authorized Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Issuer, enforceable in accordance with their terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors' rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); and (d) that no consent, approval, authorization, order, registration or qualification of or with any court or any governmental agency or body having jurisdiction over the Issuer is required for the execution and delivery of such Securities by the Issuer, except such as have been obtained (except that no opinion need be expressed as to state securities or Blue Sky laws). If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee, or in the written opinion of counsel to the Trustee (which counsel may be an employee of the Trustee) such authentication may not lawfully be made or would involve the Trustee in personal liability. Notwithstanding the provisions of Section 3.01 and of the immediately preceding paragraph, if applicable, the Guarantors. Upon receipt all Securities of a Company series are not to be originally issued at one time, it shall not be necessary to deliver the Officer's Certificate otherwise required pursuant to Section 3.01 or the Issuer Order and Opinion of Counsel otherwise required pursuant to the immediately preceding paragraph at or prior to the time of authentication of each security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first security of such series to be issued. If the Issuer shall establish pursuant to Section 3.01 that the Securities of a series are to be issued in the form of an Officers’ Certificateone or more global Securities, then the Issuer shall execute and the Trustee shall, in accordance with this Section and the Issuer Order with respect to the authentication and delivery of such series, authenticate and deliver one or more global Securities that (i) shall authenticate Notes be in substitution of Notes originally issued an aggregate amount equal to reflect any the aggregate principal amount specified in such Issuer Order, (ii) shall be registered in the name change of the IssuerCommon Depositary or U.S. Depositary, as the case may be, therefor or its nominee, and (iii) shall be made available for delivery by the Trustee to such depositary or pursuant to such depositary's instruction. Each depositary designated pursuant to Section 3 must, at the time of its designation and at all times while it serves as depositary, be a clearing agency registered under the Exchange Act and any other applicable statute or regulation. Unless otherwise provided for in the form of security, each security shall be dated the date of its authentication. No security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any security shall be conclusive evidence, and the only evidence, that such security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate NotesSecurities. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Securities shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof, the denominations in which Securities of the series shall be issuable.

Execution and Authentication. Two Officers shall sign the (a) The Notes for shall, upon issue pursuant to Section 2.2, be executed on behalf of the Issuer by manual or facsimile signaturean Authorized Officer and delivered by the Issuer to the Indenture Trustee for authentication and redelivery as provided herein. If an Authorized Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, the Issuer may deliver Notes of any particular Series of Notes executed by the Issuer to the Indenture Trustee authenticates for authentication, together with one or more Issuer Orders for the authentication and delivery of such Notes, and the Indenture Trustee, in accordance with such Issuer Order and this Base Indenture, shall authenticate and deliver such Notes. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate and deliver outside the United States the Global Note that is issued upon original issuance thereof, upon receipt of an Issuer Order, to the Depository against payment of the purchase price therefor. If specified in the related Indenture Supplement for any Series of Notes, the Indenture Trustee shall authenticate Book-Entry Notes shall be valid nevertheless. The Trustee that are issued upon original issuance thereof, upon receipt of an Issuer Order, to a Clearing Agency, or its nominee as provided in Section 2.10 against payment of the purchase price thereof. (c) No Note shall be entitled to rely any benefit under the Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Indenture Trustee by the manual signature of a Responsible Officer. Such signatures on the Note. The signature such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this the Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this The Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate Notes whenever the Indenture Trustee may do so. Each reference in this Base Indenture to authentication by the Indenture Trustee includes authentication by such Authenticatingagent. The Indenture Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Notes of a Series of Notes issued under the within mentioned Indenture. DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee By: Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Indenture Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Indenture Trustee for cancellation as provided in Section 2.14, together with a written statement (which need not comply with Section 13.2 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by the Issuer, for all purposes of the Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of the Indenture.

Execution and Authentication. Two Officers of each of Consoltex Group and Consoltex USA shall sign the Notes for Consoltex Group and Consoltex USA, respectively. Each of the Issuer by manual or Issuers' seals shall be reproduced on the Notes and may be in facsimile signatureform. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee shall, upon a written order of the aggregate principal amount Issuers signed by two Officers of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee each of a Company Order in the form of an Officers’ CertificateConsoltex Group and Consoltex USA, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]up to US$118,110,000, (ii) Private Placement plus any additional Notes for original issue on issued in payment of interest permitted by the Issue Date provisions of the Notes. As provided in an aggregate principal amount not to exceed [$ ]paragraph 1 of the Notes, and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement NotesApril 1, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated2005, the date on which Issuers may pay all or a portion of the Notes are to be authenticated, the issue price and the date from which accrued interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, including interest on overdue principal or installments of interest, if any, through the issuance of additional Notes. On each Interest Payment Date, the Issuers shall execute and the Trustee shall be entitled to receiveauthenticate and deliver, and shall be fully protected upon written order of the Issuers signed by one Officer accompanied by an Officer's Certificate setting forth the manner in relying uponwhich interest was calculated, an Opinion of Counsel Notes in a form reasonably satisfactory the principal amount equal to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise interest to a Default and that be paid through the issuance of such additional Notes, for original issuance to each Holder of the Notes has been duly authorized on the preceding Record Date, as shown by the Issuer andrecords of the Registrar. As provided in Section 13 of the Lock-Up Agreements, the Issuers may pay all or a portion of the Liquidated Damages, if applicableany, to the Holders through the issuance of additional Notes. On each Interest Payment Date, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, Issuers shall execute and the Trustee shall authenticate and deliver, upon written order of the Issuers signed by one Officer accompanied by an Officer's Certificate setting forth the manner in which Liquidated Damages were calculated, Notes in substitution the principal amount equal to the Liquidated Damages, if any, to be paid through the issuance of Notes originally issued such additional Notes, for original issuance to reflect any name change each Holder of the IssuerNotes on the preceding Record Date, as shown by the records of the Registrar. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Issuers or an Affiliate of the Issuers.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, The Trustee shall authenticate (i) Initial Notes for original issue in the aggregate principal amount not to exceed $125,000,000, (ii) Additional Notes and (iii) any PIK Notes issued in payment of Notes that may be outstanding at any time under this Indenture is not limited PIK Interest, in amount. Upon receipt by each case upon a written order of the Trustee of a Company Order in the form of an Officers’ Certificate, Certificate of the Trustee shall authenticate such Notes which shall consist of Company (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Authentication Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Notes, PIK Notes and whether the Notes are to be issued as Definitive certificated Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant with respect to the statements in the Company Order and authentication pursuant to clause (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which first sentence of this paragraph, the statements set forth in first such written order from the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, accompanied by an Opinion of Counsel of the Company in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established Trustee. In addition, in conformity connection with the provisions payment of PIK Interest in respect of the Notes, the Company is entitled to, without the consent of the Holders and without regard to Section 4.09, increase the outstanding principal amount of the Notes or issue Additional Notes (the “PIK Notes”) under this Indenture on the same terms and conditions as the Initial Notes (in each case, the “PIK Payment”). The Notes, the PIK Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, do not give rise including waivers, amendments, redemptions and offers to purchase. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any PIK Notes and Additional Notes that are actually issued, and references to “principal amount” of the Notes includes any increase in the principal amount of the outstanding Notes as a result of a PIK Payment. On any Interest Payment Date on which the Company pays PIK Interest with respect to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ CertificateGlobal Note, the Trustee shall authenticate increase the principal amount of such Global Note by an amount equal to the interest payable, rounded up to the nearest $1,000, for the relevant six-month interest period on the principal amount of such Global Note as of the relevant record date for such Interest Payment Date, to the credit of the Holders on such record date, pro rata in accordance with their interests, and an adjustment shall be made on the books and records of the Trustee (if it is then the Custodian for such Global Note) with respect to such Global Note, by the Trustee or the Custodian, to reflect such increase. On any Interest Payment Date on which the Company pays PIK Interest by issuing definitive PIK Notes, the principal amount of any such PIK Notes in substitution of Notes originally issued to reflect any name change Holder, for the relevant six-interest period as of the Issuerrelevant record date for such Interest Payment Date, shall be rounded up to the nearest $1.00. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability.

Execution and Authentication. Two Officers (a) An Authorized Officer shall sign the Notes for the Issuer AFC-II by manual or facsimile signature. If an Authorized Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, AFC-II may deliver Notes of any particular Series executed by AFC-II to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Notes Trustee, in accordance with such Company Order and this Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such Notes. (c) No Note shall be entitled to rely any benefit under this Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer AFC-II to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with AFC-II or an Affiliate of AFC-II. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Notes of a series issued under the within mentioned Indenture. ▇▇▇▇▇▇ TRUST AND SAVINGS BANK, as Trustee By: ------------------------------- Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by AFC-II, and AFC-II shall deliver such Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by AFC-II, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. Two Officers shall At least one Officer must sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the The aggregate principal amount of Notes that which may be outstanding at any time authenticated under this Indenture is not limited in amountunlimited. Upon receipt by the Trustee The Company may, subject to Article 4 of a Company Order in the form of an Officers’ Certificatethis Indenture and applicable law, the Trustee shall authenticate such issue Additional Notes which shall consist of (i) Registered under this Indenture. The Notes for original issue issued on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) any Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date subsequently issued shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable a single class for all purposes under this Indenture. Furthermore, includingno Additional Notes may be issued with the same “CUSIP” number as the Notes issued on the date hereof, if such Additional Notes are not fungible with such previously issued Notes for U.S. federal income tax purposes. At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Company signed by at least one Officer of the Company (an “Authentication Order”) and an Opinion of Counsel, authenticate Notes for (i) original issue in an aggregate principal amount specified in such Authentication Order and (ii) Additional Notes in such amounts as may be specified from time to time without limitationlimit, for purposes so long as such issuance is permitted under Article 4 of waivers, amendments, redemptions this Indenture and offers to purchaseapplicable law. Such Company The Authentication Order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or the Company or an Affiliate of the Company.

Execution and Authentication. Two Officers (a) The Debentures shall sign be executed on behalf of the Notes for Company by at least one of the Issuer by Chief Executive Officer, the Chief Financial Officer, the President or a Vice President. The signature of any such Officer on the Debentures may be manual or facsimile. (b) Debentures bearing the manual or facsimile signature. If signature of an individual who was at any time a proper Officer whose signature is on a Note was an Officer of the Company shall bind the Company, notwithstanding that any such individual shall have ceased to hold such office prior to the authentication and delivery of such Debentures or did not hold such office at the time date of such execution but no longer holds that office or position at the time the Trustee authenticates the Notes, the Notes shall be valid nevertheless. The Trustee Debentures. (c) No Debenture shall be entitled to rely any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Debenture a Certificate of Authentication duly executed by the Trustee by manual signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until of an authorized signatory of the Trustee manually signs the certificate Trustee, and such Certificate of authentication on the Note. The signature Authentication upon any Debenture shall be conclusive evidence evidence, and the only evidence, that the Note such Debenture has been duly authenticated under this Indenture. Except as otherwise provided hereinand made available for delivery hereunder. (d) The Trustee shall be authorized to and shall authenticate and deliver Debentures of a series, for original issue, at one time or from time to time in accordance with the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon Company Order referred to below, upon receipt by the Trustee of of: (i) a Board Resolution as required by Section 2.01; (ii) a Company Order in requesting the authentication and delivery of such Debentures and stating the identity of the applicable Trust and the aggregate liquidation amount of the Trust Securities to be issued by such Trust concurrently with such Debentures; (iii) an Officers' Certificate or, unless previously delivered, a supplemental indenture hereto setting forth the form of such Debentures and, except as set forth in a Board Resolution, establishing the terms thereof; (iv) such Debentures, executed on behalf of the Company in accordance with clause (a) of this Section; and (v) an Officers’ CertificateOpinion of Counsel that complies with the provisions of Section 13.06. (e) The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee may appoint an authenticating agent. Each authenticating agent shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date be acceptable to the extent otherwise Company and, except as provided in or pursuant to this Indenture, shall at all times be a corporation that would be permitted hereunder by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an authenticating agent and has a combined capital and surplus (including, without limitation, under computed in accordance with Section 4.3 hereof). Any Company Order delivered in connection with 310(a)(2) of the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds Trust Indenture Act) of at least $30,000,000 under the Time Warner Term Loan Credit Facility50,000,000. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order If at any time an authenticating agent shall specify the aggregate principal amount of Notes cease to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements eligible in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity accordance with the provisions of this IndentureSection, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order it shall resign immediately in the form of an Officers’ Certificate, manner and with the Trustee shall authenticate Notes effect specified in substitution of Notes originally issued to reflect any name change of the Issuerthis Section. The Trustee may appoint an An authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent may authenticate Notes Debentures whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an authenticating agent. The Trustee shall pay any authenticating agent appointed by the Trustee reasonable compensation for its services and the Trustee shall be reimbursed for such Authenticatingpayment by the Company pursuant to Section 6.06. The provisions set forth in Sections 6.02, 6.03 and 6.06 shall be applicable to any authenticating agent. (f) If all the Debentures of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel and an Officers' Certificate at the time of issuance of each Debenture, but such opinion and certificate, with appropriate modifications, shall be delivered at or before the time of issuance of the first Debenture of such series. After any such first delivery, any separate request by the Company that the Trustee authenticate Debentures of such series for original issue will be deemed to be a certification by the Company that all conditions precedent provided for in this Indenture relating to authentication and delivery of such Debentures continue to have been complied with.

Execution and Authentication. Two Officers (a) One Officer shall sign the Notes for each of the Company and the Co-Issuer by manual manual, facsimile or facsimile portable document format signature. . (b) If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. valid. (c) A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein. (d) The Trustee shall, upon a written order of the aggregate principal amount Issuers signed by an Officer of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of each Issuer (an Officers’ Certificate“Authentication Order”), the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], issue. (iie) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company or any of their respective Subsidiaries. (f) The Issuers may issue Additional Notes from time to time after the offering of the Initial Notes. The issuance of Additional Notes will be subject to the provisions of Section 4.09 hereof. The Initial Notes and any Additional Notes subsequently issued under this Indenture shall be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that Additional Notes will not be issued with the same CUSIP or ISIN, as applicable, as the Initial Notes unless such Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes.

Execution and Authentication. Two Officers shall sign (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount The form of Notes that may Trustee's certificate of authentication to be outstanding at any time under this Indenture is not limited in amount. Upon receipt borne by the Trustee of a Company Order Notes shall be substantially as set forth in the form of an Officers’ Certificate, the Exhibits A and B hereto. The Trustee shall authenticate such Notes which shall consist of (i) Registered Initial Notes that are 6 1/2% Senior Notes due 2014 for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]$300,000,000, or (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Unrestricted Notes from time to time only in exchange for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance a like principal amount of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Initial Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions and offers to purchasethe Company in the form of an Officers' Certificate. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, Unrestricted Notes and whether the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, Additional Notes may be issued in accordance with Section 2.17 and Unrestricted Notes may be issued in exchange for Additional Notes that are Restricted Securities. Any such Company Order order or orders shall include (a) a statement that specify the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope amount of the examination or investigation Notes to be authenticated and the date on which the statements set forth original issue of Notes is to be authenticated and, in the Company Order are based. In authenticating case of an issuance of Additional Notes pursuant to Section 2.17 after the Issue Date, whether such Additional Notes and accepting the responsibilities under this Indenture in relation to the shall be issued as Initial Notes or Unrestricted Notes, the Trustee shall certify that such issuance will not be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized prohibited by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerSection 4.9. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company or an Affiliate. The Notes shall be issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided hereinThe Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (a “Company Order”), authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount amount, subject to the provisions of Notes that may be outstanding at any time under this Indenture is not limited in amountIndenture. Upon receipt by the Trustee of a Each Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticatedauthenticated and, in the case of Additional Notes, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerNotes. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 AuthenticatingAuthenticating Agent. In case the Company pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. 24 -21- The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as hereinafter provided. Notes offered and sold in reliance on Regulation S shall be issued in the form of one or more Physical Notes, substantially in the form set forth in Exhibit A-1 and delivered to the Holder thereof or such custodian or depository as such Holder shall have designated in writing of the Trustee. Notes issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A-1. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the authenticate (i) Initial Notes for aggregate principal amount of the Notes that may be outstanding at maturity not to exceed $144,990,000 aggregate principal amount at maturity at any time, (ii) Private Exchange Notes from time under this Indenture is not limited to time only in amount. Upon receipt by exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Trustee of a Company Order in the form of an Officers’ Certificate, ' Certificate of the Trustee shall authenticate Company. Each such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope The aggregate principal amount of the examination or investigation on which Notes at maturity outstanding at any time may not exceed $144,990,000, except as provided in Section 3.06 hereof. Notwithstanding the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided Notes shall be issuable in the appointmentfully registered form only, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference without coupons, in this Indenture to authentication by the Trustee includes authentication by such Authenticatingdenominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall shall, upon the written direction or order of the Company, authenticate such Notes which shall consist of (i) Registered and make available for delivery Notes for original issue on the Issue Date in an aggregate principal amount not of up to exceed [$ ]$100,000,000, or if the Initial Purchasers exercise the Overallotment Option, $112,500,000 upon a written order of the Company signed by two Officers of the Company (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Company Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price registered holders thereof and the date from which interest on delivery instructions for such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 Authenticatingagent. In case the Company pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers The Notes shall sign be executed on behalf of the Company by any Officer. The signature of the Officer on the Notes for may be manual or facsimile. A Note bearing the Issuer by manual or facsimile signature. If signature of an Officer whose signature is on a Note individual who was an Officer at the time of the execution of the Note an Officer shall bind the Company, notwithstanding that such execution but no longer holds that office individual has ceased to hold such office(s) prior to the authentication and delivery of such Notes or position did not hold such office(s) at the time date of authentication of such Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee authenticates the Notesby manual signature of an authorized signatory, the Notes and such certificate upon any Note shall be valid neverthelessconclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. The Trustee shall be entitled to rely on such signature as authentic authenticate and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of deliver the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date issuance in an aggregate principal amount not of up to exceed [$ ], $300,000,000 (iior up to $400,000,000 if the Initial Purchaser’s option to purchase additional Notes set forth in the Purchase Agreement is exercised in full) Private Placement Notes for original issue on upon one or more Company Orders without any further action by the Issue Date Company (other than as contemplated in an aggregate principal amount not to exceed [$ ], Section 12.4 and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof12.5). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the The aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, outstanding at any time may not exceed the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements amount set forth in the Company Order are basedforegoing sentence except as provided in Section 2.7. In authenticating the Notes such Notes, and accepting the additional responsibilities under this Indenture in relation to the such Notes, the Trustee shall be entitled to receive, receive and shall be fully protected in relying upon: (a) a copy of the Board Resolution in or pursuant to which the terms and form of the Notes were established, an Opinion of Counsel in a form reasonably satisfactory the issuance and sale of, and the terms of, the Notes was authorized, this Indenture was authorized and specified Officers were authorized to the Trustee stating that establish the form of the Notes and terms thereof have been established in conformity with the provisions form of this Indenture, do not give rise to a Default execute the Notes and this Indenture on behalf of the Company and to take any other necessary actions relating thereto and evidence of any actions taken by authorized Officers pursuant to that Board Resolution, certified by the issuance President, Secretary, an Assistant Secretary or the General Counsel of the Company to have been duly adopted by the Board of Directors or taken by any authorized Officer and to be in full force and effect as of the date of such Notes has been duly authorized by the Issuer certificate; and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of (b) an Officers’ CertificateCertificate delivered in accordance with to Section 14.4 and Section 14.5. The Trustee shall act as the initial authenticating agent. Thereafter, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. The Notes shall be issued only in registered form without coupons and only in denominations of $1,000 of principal amount and any integral multiple thereof.

Execution and Authentication. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes (i) offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and (ii) issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Notes"). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile `signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]$400,000,000, (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Exchange Notes from time to time only in exchange for issuance after the Issue Date a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to the extent otherwise permitted hereunder time only in exchange for (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance a) a like principal amount of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or (b) a like principal amount of Private Placement Exchange Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions and offers to purchasethe Company in the form of an Officers' Certificate of the Company. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionThe aggregate principal amount of Notes Outstanding at any time may not exceed $400,000,000, such Company Order shall include (a) a statement that except as provided in Section 3.06 hereof. Notwithstanding the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as 41 -34- one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers The Notes and the Trustee's certificate of authentication shall sign be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. Each Note shall have an executed Note Guarantee from each of the Guarantors endorsed thereon substantially in the form of Exhibit C hereto. The terms and provisions contained in the Notes annexed hereto as Exhibits A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. The Notes shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company (and having an executed Note Guarantee from each of the Guarantors endorsed thereon) and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. One Officer shall execute the Notes for the Issuer Company, and the Note Guarantees for the Guarantors, by manual or facsimile signature. If an Officer whose signature is on a Note or a Note Guarantee, as the case may be, was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of authenticate Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes due for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on $250,000,000 upon a written order of the Issue Date Company in the form of an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after Officers' Certificate of the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof)Company. Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution The aggregate principal amount of Notes originally issued to reflect outstanding at any name change of the Issuertime may not exceed $250,000,000, except as provided in Section 3.06. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers (a) A member of the Board of Directors of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer a member of the Board of Directors whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs or electronically authenticates the Note. The signature of the Trustee on the certificate of authentication on the Note. The signature a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery Notes which shall consist upon a written order of the Issuer signed by an Officer of the Issuer or the Guarantors (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Issuer Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the An Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the such issue of Notes are is to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include authenticated.‌ (ad) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) Agent”)‌ reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed a supplemental indenture with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such‌ transaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such Authenticatingchanges in phraseology and form as may be appropriate to reflect the Surviving Entity, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon receipt of an Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such Issuer Order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2(e) in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders and at the expense of such Surviving Entity, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers (a) An Officer (who shall have been duly authorized by all requisite corporate actions) shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. valid. (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence evidence, and the only evidence, that the Note has been authenticated under this Indenture. Except as otherwise provided herein. (c) On the Issue Date, the aggregate Trustee shall authenticate and deliver for original issue a Global Note in the principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by [[$—]], upon a written order of the Trustee of a Company Order in the form of an Officers’ Officer’s Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes the Note to be authenticated, authenticated and the date on which the Notes are Note is to be authenticated, the issue price and the date from which interest on such Notes authenticated (an “Authentication Order”). (d) [RESERVED] (e) [RESERVED] (f) The Company shall accrue, whether the Notes are deliver to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionan Authentication Order requesting the Trustee to authenticate, and, upon receipt of such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the NotesAuthentication Order, the Trustee shall be entitled to receiveauthenticate, and shall be fully protected Notes upon exchange for other Notes in relying uponaccordance with Section 2.06, Section 3.07, or Section 9.05. (g) At the same time as the Registrar registers on its records an Opinion increase or decrease in the principal amount of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicableany Global Note, the Guarantors. Upon receipt Trustee, as custodian for the Depository, shall notate such increase or decrease on the schedule of a Company Order in the form of an Officers’ Certificate, the Trustee increases or decreases to such Global Note. (h) All Notes issued under this Indenture shall authenticate Notes in substitution vote and consent together on all matters as one class and no series of Notes originally issued shall have the right to reflect vote or consent as a separate class on any name change of the Issuer. matter. (i) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. (j) The Notes shall be issuable in fully registered form only, without coupons, in integral multiples of $1.00 rounded up the nearest whole dollar. (k) [RESERVED]. (l) [RESERVED].

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at its authentication. At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall shall, upon written request of the Company, authenticate such Notes which shall consist of and make available for delivery: (ia) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $400,000,000, (iib) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on in an unlimited principal amount and (c) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee and the First Lien Notes Collateral Agent, which in the case of (a) above shall be to the effect that this Indenture, the Notes and the Collateral Documents executed prior to or as of the Issue Date in an aggregate principal amount not to exceed [$ ](other than the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement) have been duly authorized, executed and delivered by the Company, the Guarantors and the Grantors, as applicable, and (iii) Additional Notes from time are enforceable against them, subject to time for issuance after the Issue Date to the extent otherwise permitted hereunder (includingcustomary enforceability exceptions, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with and that the issuance of the Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchasehas been duly authorized. Such Company Order shall specify whether the aggregate principal Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers One Officer for each of the Issuers shall sign the Notes for the Issuer Issuers by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of its authentication. (i1) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $150,000,000, (ii2) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on the Issue Date in an aggregate unlimited principal amount not and (3) Exchange Notes for issue only in an Exchange Offer pursuant to exceed [$ ]a Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and (iii) Additional Notes from time to time only in exchange for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or Private Placement Additional Notes, as applicable for all purposes under this Indenturethe case may be, includingof an equal principal amount, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions the Issuers signed by two Officers or by an Officer and offers to purchase. either a Treasurer or an Assistant Secretary of the Issuers (the “Company’s Order”) .. Such Company Company’s Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may (at the expense of the Issuers) appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 Authenticatingagent. In case the Company, pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company’s Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was an a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that which may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the The Trustee shall authenticate such Notes Notes, which shall consist of (i) Registered Initial Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ], $800,000,000 and (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered , in connection with the issuance each case upon receipt of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the an Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit FacilityOrder. Additional Notes will be treated the same as the same series of Initial Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have -20- been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the GuarantorsIssuer. Upon receipt of a Company Order in the form of an Officers’ CertificateIssuer Order, the Trustee shall authenticate Notes in substitution of for Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of its authentication. (i1) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ of $[ ],000,000, (ii2) Private Placement Additional Notes for original issue on the Issue Date and (3) Exchange Notes for issue only in an aggregate principal amount not exchange offer pursuant to exceed [$ ]any Registration Rights Agreement, and (iii) only in exchange for Additional Notes from time to time for issuance after of an equal principal amount, in each case upon a written order of the Issue Date to Company signed by two Officers of the extent otherwise permitted hereunder Company or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (including, without limitation, under Section 4.3 hereofthe “Company Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. In case the Company or any Guarantor, pursuant to Article IV or Section 10.2, shall be consolidated, amalgamated or merged with or into any other Person, shall convert into another form of entity or continue in another jurisdiction or shall convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such Authenticatingconsolidation, amalgamation, conversion or continuation, or surviving such merger, or into which any Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, amalgamation, merger, conversion, continuation, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. (a) Two Officers of the Company, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer or the Chief Accounting Officer shall sign the Notes for the Issuer Company by manual or pdf or other electronically imaged (such as DocuSign or Adobe Sign) signature or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until authenticated by manual or pdf or other electronically imaged (such as DocuSign or Adobe Sign) signature by an authorized signatory of the Trustee manually signs or an agent appointed by the certificate of authentication on Trustee (and reasonably acceptable to the NoteCompany) for such purpose (an “Authenticating Agent”). The signature of an authorized signatory of the Trustee or an Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not Unless limited in amount. Upon receipt by the Trustee terms of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the its appointment, 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 an Authenticating Agent. (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by two Officers (the “Company Order”). A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. (d) In case a Successor Company has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Successor Company, be exchanged for other Notes executed in the name of the Successor Company with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Successor Company, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Successor Company pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Successor Company, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Notes"). Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]$225,000,000, (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Exchange Notes from time to time only in exchange for issuance after the Issue Date a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to the extent otherwise permitted hereunder time only in exchange for (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance A) a like principal amount of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or (B) a like principal amount of Private Placement Exchange Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions and offers to purchasethe Company in the form of an Officers' Certificate of the Company. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionThe aggregate principal amount of Notes outstanding at any time may not exceed $225,000,000, such Company Order shall include (a) a statement that except as provided in Section 3.06 hereof. Notwithstanding the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign the Notes Securities for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but Security no longer holds that office or position at the time the Trustee authenticates the NotesSecurity, the Notes Security shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note Security shall not be valid until an authorized signatory of the Trustee manually signs authenticates the certificate of authentication on the NoteSecurity. The signature of the Trustee on a Security shall be conclusive evidence that the Note such Security has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein. (1) Initial Notes for original issue, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i2) Registered Additional Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (ii3) Private Placement Exchange Notes for original issue on only in a Registered Exchange Offer pursuant to the Issue Date in an aggregate principal amount not to exceed [$ ]Registration Rights Agreement, and (iii) Additional Notes from time to time only in exchange for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or Private Placement Additional Notes, as applicable for all purposes under this Indenturethe case may be, includingof an equal principal amount, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions the Company signed by two Officers or by an Officer and offers to purchaseeither an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company Order shall specify the aggregate principal amount of Notes the Securities to be authenticated, authenticated and the date on which the Notes original issue of Securities is to be authenticated and whether the Securities are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate Notesthe Securities. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. In case the Company or any Subsidiary Guarantor (if any), pursuant to Article IV, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Subsidiary Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Securities as specified in such order for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Securities at the time outstanding for Securities authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign, or one Officer and one member of the Board of Directors of the Issuer shall sign, or two members of the Board of Directors of the Issuer shall sign, or one Officer shall sign and one Officer, a Secretary or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer by manual or facsimile signature. If an Officer or member of the Board of Directors of the Issuer whose signature is on a Note was an Officer or member of such Board of Directors at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee or Deutsche Bank Luxembourg S.A. as the appointed Authenticating Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that which may be outstanding at any time under this Indenture is not limited in amount. Upon The Trustee shall, upon receipt by the Trustee of a Company an Issuer Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Original Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ], of €600.0 million in respect of the Notes and (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Closing Date to the extent otherwise permitted hereunder (including, without limitation, including under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Original Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, including for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Original Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Upon receipt of an Issuer Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to enable them to make such statements and (b) a brief statement as to the nature and scope reflect any name change of the examination or investigation on which the statements set forth in the Company Order are basedIssuer. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Trustee initially appoints the Registrar as Authenticating Agent of the Notes. The Notes shall be issuable only in denominations of €100,000 and any integral multiple of €1,000 in excess thereof.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at its authentication. At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall shall, upon written request of the Company, authenticate such Notes which shall consist of and make available for delivery: (ia) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $500,000,000, (iib) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on in an unlimited principal amount, (c) Exchange Notes in exchange for a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder and (d) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”), and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes executed prior to or as of the Issue Date in an aggregate principal amount not have been duly authorized, executed and delivered by the Company and the Guarantors and are enforceable against them, subject to exceed [$ ]customary enforceability exceptions, and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with that the issuance of the Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchasehas been duly authorized. Such Company Order shall specify whether the aggregate principal Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer the Officers whose signature is are on a Note was an Officer at the time of such execution but no longer holds that such office or position at the time the Trustee or Authenticating Agent authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee or the Authenticating Agent manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee or the Authenticating Agent on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of its authentication. (i1) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not of €250,000,000 and (2) subject to exceed [$ ]the terms of this Indenture, (ii) Private Placement Additional Notes for original issue on the Issue Date in an aggregate unlimited principal amount not to exceed [$ ]amount, and in each case upon a written order of the Issuer signed by one Officer (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Issuer Order”). Any Company Such Issuer Order delivered in connection with shall specify whether the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as in the same series form of Notes as the Registered Definitive Notes or Private Placement Global Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, the date on which the original issue of Notes are is to be authenticated, the issue price holder of the Notes and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Issuer. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case any of the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which any of the Issuer or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer Company by manual manual, facsimile or facsimile electronic (including “pdf”) signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at its authentication. At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall shall, upon written request of the Company, authenticate such Notes which shall consist of and make available for delivery: (ia) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $335,376,000, (iib) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on in an unlimited principal amount, (c) Exchange Notes in exchange for a like principal amount of Initial Notes or Additional Notes after the effectiveness of an Exchange Offer Registration Statement and consummation of the Exchange Offer thereunder and (d) under the circumstances set forth in Section 2.06(d), Initial Notes in the form of an Unrestricted Global Note, in each case after receipt of: (i) a written order of the Company signed by one Officer of the Company (the “Company Order”) and (ii) an Opinion of Counsel, addressed to the Trustee, which in the case of (a) above shall be to the effect that this Indenture and the Notes executed prior to or as of the Issue Date in an aggregate principal amount not have been duly authorized, executed and delivered by the Company and the Guarantors and are enforceable against them, subject to exceed [$ ]customary enforceability exceptions, and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with that the issuance of the Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchasehas been duly authorized. Such Company Order shall specify whether the aggregate principal Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer of the Trustee, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may is authorized to do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Guarantor, pursuant to Article 4 or Section 10.02 as applicable, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which the Company or any Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 4, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign, or one Officer and one member of the Board of Directors shall sign, or two members of the Board of Directors shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or member of the Board of Directors of the Company whose signature is on a Note was an Officer or member of the Board of Directors at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee shall, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon upon receipt by the Trustee of a Company Order in the form of an Officers’ ' Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Original Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ]of $150,000,000, (ii) Private Placement Additional Notes for original issue in payment of interest, Additional Amounts, if any, and Liquidated Damages, if any, on the Issue Date in an aggregate principal amount not to exceed [$ ], Original Notes and (iii) Additional Exchange Notes from time to time for issue in principal amount for issuance after the Issue Date in exchange for a like principal amount of Initial Notes pursuant to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 an exchange offer registration statement under the Time Warner Term Loan Credit FacilitySecurities Act. Additional Notes will be treated as the same series of Notes as the Registered Original Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Original Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionExchange Notes may have such distinctive series designation, and such changes in the form thereof, as are specified in the written order referred to in the preceding sentence. Upon receipt of a Company Order in the form of an Officers' Certificate, the Trustee shall include (a) a statement that authenticate Notes in substitution of Notes originally issued to reflect any name change of the Persons signing the Company Order have (i) read and understood the provisions Company. The aggregate principal amount of Notes outstanding at any time under this Indenture relevant to the statements may not exceed $150,000,000, plus any Additional Notes issued in the Company Order payment of interest, Additional Amounts, if any, and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are basedLiquidated Damages, if any. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“"Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in denominations of $1,000 and any integral multiple thereof; provided, however, that Additional Notes issued in payment of interest, Additional Amounts, if any, and Liquidated Damages, if any, will be issued in denominations of $1 and any integral multiple thereof.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided hereinThe Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (a "Company Order"), authenticate Notes, including any Additional Notes, in an unlimited aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date subject to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance provisions of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Each Authentication Order shall will specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticatedauthenticated and, in the case of Additional Notes, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerNotes. The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 AuthenticatingAuthenticating Agent. In case the Company pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person that shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV; any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers An authorized member of the Issuer’s management board shall sign the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer authorized member of the Issuer’s board of directors or an executive officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee or the Authentication Agent manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinNotwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, the Issuer shall deliver such Note to the Trustee for cancellation pursuant to Section 2.11. The Trustee will, upon receipt of a written order of the Issuer signed by one officer (an “Authentication Order”), authenticate or cause the Authentication Agent to authenticate (i) Initial Notes, on the date hereof, for original issue up to an aggregate principal amount of €250,000,000, and (ii) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the provisions of Section 2.07. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt authorized for issuance by the Trustee Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. For the avoidance of a Company Order in the form of an Officers’ Certificatedoubt, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant articles 86 to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope 94-8 of the examination or investigation Luxembourg act dated August 10, 1915 on which the statements set forth commercial companies, as amended, shall not apply in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to respect of the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint one or more authentication agents (each, an authenticating agent (“Authenticating Authentication Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an Authenticating Such Authentication Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such Authenticatingagent. An Authentication Agent has the same rights as any Agent to deal with Holders or an Affiliate of the Issuer. The Trustee hereby appoints Deutsche Bank Luxembourg S.A. as Authentication Agent with respect to the Notes. Deutsche Bank Luxembourg S.A. hereby accepts such appointment and the Issuer hereby confirms that such appointment is acceptable to it. The Trustee and the Authentication Agent shall have the right to decline to authenticate and deliver any Additional Notes under this Section 2.02 if the Trustee or the Authentication Agent, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee or the Authentication Agent in good faith shall determine that such action would expose the Trustee or the Authentication Agent to personal liability to existing Holders.

Execution and Authentication. Two Officers One Responsible Officer of or one Person duly authorized by all requisite corporate actions by the Issuer shall sign the Notes for the Issuer by manual or facsimile signature. If an a Responsible Officer whose signature is on a Note was an a Responsible Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that which may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the The Trustee shall authenticate such Notes Notes, which shall consist of (i) Registered Initial Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ], $650,000,000 and (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered , in connection with the issuance each case upon receipt of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the an Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit FacilityOrder. Additional Notes will be treated the same as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Issuer Order shall specify the aggregate principal amount of Notes to be authenticated, the type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the GuarantorsIssuer. Upon receipt of a Company Order in the form of an Officers’ CertificateIssuer Order, the Trustee shall authenticate Notes in substitution of for Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. The Notes shall be issuable only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Execution and Authentication. Two Officers One Officer shall sign the Convertible Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Convertible Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesConvertible Note is authenticated, the Notes Convertible Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Convertible Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Convertible Note has been authenticated under this Indenture. Except as otherwise provided herein, Upon a written order of the aggregate principal amount Company signed by an Officer of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateCompany, the Trustee shall authenticate such Initial Convertible Notes which shall consist upon the execution of (i) Registered Notes this Indenture for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an of $122,500,000. The aggregate principal amount of Initial Convertible Notes outstanding at any time may not to exceed [$ ]that amount except as provided in Section 2.07. The Company may, and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance execution of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, includingexecute and deliver to the Trustee for authentication Additional Convertible Notes of an aggregate principal amount, and the Trustee shall thereupon authenticate and deliver said Additional Convertible Notes to or upon the written order of the Company in accordance with Section 2.4 of this Indenture, without limitation, any further action by the Company hereunder; provided however that the Company may issue Additional Convertible Notes only if: (1) such Additional Convertible Notes and Initial Convertible Notes are treated as part of the same issue of debt instruments for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on U.S. federal income tax laws; (2) such Additional Convertible Notes shall accrue, whether have the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether same CUSIP number as the Notes are to be issued as Definitive Notes or Global Initial Convertible Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as (3) the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read receives an Officers’ Certificate and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating effect that the form and terms thereof have been established in conformity such issuance of Additional Convertible Notes complies with the provisions of this Indenture, do not give rise to a Default including each provision of this paragraph. The Convertible Notes shall be issuable only in registered form without coupons and that the issuance only in denominations of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect $1,000 or any name change of the Issuerintegral multiple thereof. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Convertible Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Convertible Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same right as an Agent to deal with the Company or an Affiliate of the Company.

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer of the Company whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notessuch Note is authenticated, the Notes such Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. The Notes shall be dated their date of authentication. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel stating to the effect: (a) that such form has been established in conformity with the provisions of this Indenture; (b) that such terms have been established in conformity with the provisions of this Indenture; and (c) that such Notes, when authenticated and delivered by the Trustee, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity and any other customary exceptions.

Execution and Authentication. Two Officers shall sign (a) Each Series of HVIF Notes shall, upon issue pursuant to Section 2.2 of this Base Indenture, be executed on behalf of HVIF by an Authorized Officer and delivered by HVIF to the Notes Trustee for the Issuer by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an HVIF Note was an Officer at the time of such execution but no longer holds that office or position at the time the HVIF Note is authenticated, such HVIF Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Base Indenture, HVIF may deliver HVIF Notes of any particular Series of HVIF Notes executed by HVIF to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such HVIF Notes, and the Notes Trustee, in accordance with such Company Order and this Base Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such HVIF Notes. (c) No HVIF Note shall be entitled to rely any benefit under this Base Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A HVIF Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly authenticated by the Trustee by the manual, facsimile, portable document format (PDF) or electronic signature of a Trust Officer. Such signatures on the Note. The signature such certificate shall be conclusive evidence evidence, and the only evidence, that the HVIF Note has been duly authenticated under this Base Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer HVIF to authenticate HVIF Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate HVIF Notes whenever the Trustee may do so. Each reference in this Base Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the HVIF Notes of a Series of HVIF Notes issued under the within mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each HVIF Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any HVIF Note shall have been authenticated and delivered hereunder but never issued and sold by HVIF, and HVIF shall deliver such HVIF Note to the Trustee for cancellation as provided in Section 2.14 of this Base Indenture together with a written statement (which need not comply with Section 13.3 of this Base Indenture and need not be accompanied by an Opinion of Counsel) stating that such HVIF Note has never been issued and sold by HVIF, for all purposes of this Base Indenture such HVIF Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Base Indenture. (f) The Trustee shall have the right to decline to authenticate and deliver any HVIF Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. (a) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein. (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the “Company Order”). A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes that may be outstanding at any time authenticated and delivered under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of to U.S.$[●]2 (id) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication, together with an Issuer Request for authentication and delivery of such Notes, and the Trustee, in accordance with such Issuer Request, shall authenticate and deliver such Notes. No Note shall be entitled to rely any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such signature Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by the Issuer, and the Issuer shall deliver such Note to the Trustee for cancellation as authentic provided in Section 2.12, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall never be under no obligation entitled to make any investigation in relation theretothe benefits of this Indenture. A Note Upon prior notice to, and approval by (which approval shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinunreasonably withheld), the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIssuer, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in the appointment, an Authenticating Agent authenticating agent may authenticate the Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Issuer and Affiliates of the Issuer. Each Paying Agent is designated as an authenticating agent for purposes of this Indenture.

Execution and Authentication. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibit A shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Except as provided in Section 3.16 hereof, the Notes shall be issued only in the form of one or more Global Notes, substantially in the form set forth in Exhibit A, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the authenticate Notes for aggregate principal amount of the Notes that may be outstanding at maturity not to exceed $[______] at any time under this Indenture is not limited in amount. Upon receipt by upon a written order of the Trustee of a Company Order in the form of an Officers’ Certificate, ' Certificate of the Trustee shall authenticate Company. Each such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are authenticated (subject to be Registered Notes, Private Placement Notes or Additional Notes, whether this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope The aggregate principal amount of the examination or investigation on which Notes at maturity outstanding at any time may not exceed $[______], except as provided in Section 3.06 hereof. Notwithstanding the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall An Officer must sign the Notes for the Issuer by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes shall Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The Such signature shall will be conclusive evidence that the Note has been authenticated under this Supplemental Indenture. Except The Trustee shall, upon receipt of a written order of the Issuer signed by an Officer (an “Authentication Order”), (a) authenticate Notes for issue under this Supplemental Indenture, including any Additional Notes issued pursuant to Section 2.07 and PIK Interest Notes that may be issued under this Supplemental Indenture and (b) increase the principal amount of any Global Note as otherwise provided herein, a result of a PIK Payment in the amount set forth in the applicable PIK Notice. Each Authentication Order shall specify the amount of Notes to be authenticated or increased and the date on which such Notes are to be authenticated or increased. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt authorized for issuance by the Trustee of a Company Order Issuer pursuant to one or more Authentication Orders, except as provided in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based2.08. In authenticating the Initial Notes, any PIK Interest Notes and any Additional Notes and accepting the additional responsibilities under this the Indenture in relation to the Notes, Notes the Trustee shall be entitled to receive, and (subject to Section 12.02 of the Base Indenture) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel Counsel, each prepared in a form reasonably satisfactory to accordance with Section 17.01 of the Trustee Base Indenture, stating (i) that the conditions precedent, if any, provided for in the Indenture which relate to such authentication have been complied with, (ii) that the terms of and form and terms thereof of the Notes have been established in conformity with the provisions Indenture and (iii) with respect to the Opinion of this IndentureCounsel, do not give rise to a Default and that the issuance Notes constitute the valid, binding and enforceable obligations of such Notes has been duly authorized by the Issuer and, if applicable, according to the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued terms thereof (subject to reflect any name change of the Issuercustomary exceptions and qualifications). The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Supplemental Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

Execution and Authentication. Two Officers One Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notessuch Note is authenticated, the Notes such Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee shall, upon a written order of the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt Company signed by the Trustee of a Company Order in the form of one Officer (an Officers’ Certificate“Authentication Order”), the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection accordance with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such The Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions dated their date of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuerauthentication. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel stating: (a) that such form has been established in conformity with the provisions of this Indenture; (b) that such terms have been established in conformity with the provisions of this Indenture; and (c) that this Indenture and such Notes, when authenticated and delivered by the Trustee and, with respect to the Notes, when issued by the Company, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

Execution and Authentication. Two Officers An Officer shall sign the Notes for the Issuer Company by manual signature. Typographic errors or defects in any such facsimile signaturesignature shall not affect the validity or enforceability of any Note which has been authenticated and delivered by the Trustee. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee signs manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinOn the Closing Date, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificateshall issue, and the Trustee shall authenticate such Notes which shall consist of (i) Registered and make available for delivery, the Initial Notes for original issue on in the Issue Date in an aggregate principal amount not Original Principal Amount of up to exceed [$ ], (ii) Private Placement Notes for original issue on $49,025,000 upon the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior respect to the time of issuance of Notes on Closing Date. After the Issue Date Closing Date, the Issuer Company may issue, and the Trustee shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. authenticate and make available for delivery, Additional Notes will be treated as issued pursuant to Section 2.14. The Trustee shall so authenticate and make available for delivery Notes upon receipt of a written order or orders of the same series Company signed by an Officer of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchaseCompany (a “Company Order”). Such The Company Order shall specify the aggregate principal amount Original Principal Amount of Notes to be authenticated, shall specify whether such Notes will be represented by a Transfer Restricted Note or an Unrestricted Note and shall specify the date on which the each original issue of Notes are is to be authenticated, the issue price and the date from which interest on such ; provided that any Initial Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the form of Transfer Restricted Notes that are Certificated Notes. The Company Order and (ii) made such examination at any time or investigation as is necessary from time to enable them time may, without the consent of any Holder, issue Additional Notes pursuant to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on Section 2.14, which the statements set forth in the Company Order are based. In authenticating the Additional Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion all of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions benefits of this Indenture. Such Additional Notes will be deemed Notes for all purposes hereunder, do not give rise including without limitation in determining the necessary Holders who may take the actions or consent to a Default and that the issuance taking of such Notes has been duly authorized by actions as specified in this Indenture. The Trustee shall act as the Issuer and, if applicableinitial authenticating agent. Thereafter, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent shall have the same rights as an Agent to deal with the Company or an Affiliate of the Company. The Notes shall be issuable only in registered form without coupons and only in minimum denominations of $1,000 Original Principal Amount and any integral multiples of $1,000 in excess thereof.

Execution and Authentication. (a) Two Officers Officers, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position is no longer a representative with full power and authority to represent and act on behalf of the Company or a Subsidiary Guarantor, as the case may be, at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery Notes which shall consist upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof“Company Order”). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such A Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include . (ad) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Notes"). Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the authenticate (i) Initial Notes for aggregate principal amount of the Notes that may be outstanding at maturity not to exceed $601,045,000 at any time, (ii) Private Exchange Notes from time under this Indenture is not limited to time only in amount. Upon receipt by exchange for a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to time only in exchange for (A) a like principal amount of Initial Notes or (B) a like principal amount of Private Exchange Notes, in each case upon a written order of the Trustee of a Company Order in the form of an Officers’ Certificate, ' Certificate of the Trustee shall authenticate Company. Each such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope The aggregate principal amount of the examination or investigation on which Notes at maturity outstanding at any time may not exceed $601,045,000, except as provided in Section 3.06 hereof. Notwithstanding the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers shall sign (a) With respect to each Issuer, the Notes shall be signed by manual or facsimile signature by either (a) two Officers, both of whom shall be the Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer or (b) a Chief Executive Officer, the President, the Treasurer or a Vice President of such Issuer and, with respect to such signature set forth in clause (b), such signature shall be attested by its Secretary or one of its Assistant Secretaries for the Issuer respective Issuer, as the case may be, by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery Notes which shall consist upon a written order of the Issuers signed by an Officer of each of the Issuers (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof"Issuer Order"). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the An Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes of each series to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include . (ad) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Issuer Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at its authentication. At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such Notes which shall consist of (i) Registered and make available for delivery Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], of $1,200,000,000 upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof"Company Order"). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 Authenticatingagent. In case the Company pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign, or one Officer and one member of the Board of Directors shall sign, or one Officer shall sign and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Director whose signature is on a Note was an Officer or Director at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that which may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the The Trustee shall authenticate such Notes which shall consist of (i) Registered Original Notes for original issue on the Issue Closing Date in an aggregate principal amount not to exceed [$ ]E 250,000,000, (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Closing Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any ) and (iii) Exchange Notes from time to time for issue in principal amount for issuance in exchange for a like principal amount of Initial Notes pursuant to an exchange offer registration statement under the Securities Act, in each case upon receipt of a Company Order delivered in connection with the issuance form of an Officers' Certificate. Exchange Notes on may have such distinctive series designation, and such changes in the Issue Date shall contain a certification that on or prior form thereof, as are specified in the written order referred to in the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facilitypreceding sentence. Additional Notes will be treated as the same series of Notes as the Registered Original Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the series and type of Notes, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Original Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ CertificateOrder, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerCompany. The Trustee may appoint an authenticating agent (“Authenticating Agent”"AUTHENTICATING AGENT") reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, 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 AuthenticatingAuthenticating Agent. An Authenticating Agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable only in denominations of E 1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers (a) A Director and a member of the Supervisory Committee shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer a Director and/or member of the Supervisory Committee whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs authenticates the Note. The signature of the Trustee on the certificate of authentication on the Note. The signature a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions execution and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions delivery of this Indenture, do the Company may deliver one or more Notes executed by the Company to the Trustee for authentication together with a company order requesting such authentication setting forth instructions as to delivery (if the Notes are not give rise to a Default be delivered to the Company) and that the issuance completion of any terms not set forth in such Notes has been duly authorized as executed by the Issuer andCompany or setting forth procedures as to such completion and delivery (the “Company Order”), if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, and the Trustee shall thereafter authenticate and deliver such Notes in substitution of Notes originally issued to reflect any name change or upon the order of the Issuer. Company (contained in such Company Order) or pursuant to such procedures as may be specified from time to time by a Company Order. (d) The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.3 if the Trustee, (x) being advised by counsel, and after having consulted with counsel to the Company, determines that such action may not lawfully be taken, (y) acting in good faith through its board of directors or board of trustees, executive committee, or a trust committee of directors or trustees or Trust Officers shall determine that such action would expose the Trustee to personal liability or (z) determines that such action will affect its rights, duties, obligations or immunities hereunder in a manner not reasonably acceptable to it. (e) The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 Authenticatingthe Authenticating Agent.

Execution and Authentication. Two Officers One Officer of the Company shall sign the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes for the Issuer Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a New Second Lien Secured Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa New Second Lien Secured Note is authenticated, the Notes New Second Lien Secured Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note New Second Lien Non-Convertible Notes or New Second Lien Convertible Notes shall not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the Noteapplicable Second Lien Trustee. The Such signature shall be conclusive evidence and the only evidence, that the New Second Lien Secured Note has been authenticated and delivered under this Second Lien Indenture. Except as otherwise provided herein, The aggregate principal amount of New Second Lien Secured Notes which may be authenticated and delivered under this Second Lien Indenture is the aggregate principal amount of the New Second Lien Secured Notes that may be outstanding at issued on the date hereof and any time under Additional New Second Lien Secured Notes issued pursuant to this Indenture is not limited in amountSecond Lien Indenture. Upon receipt The Second Lien Trustees or their agents shall, upon a written order of the Company signed by one Officer of the Trustee of a Company Order in the form of (an Officers’ Certificate“Authentication Order”), the Trustee shall authenticate such Notes which shall consist of (i) Registered New Second Lien Secured Notes for original issue on the Issue Date in an aggregate principal amount not to exceed date hereof of $[$ •], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company The Authentication Order shall specify the aggregate principal amount of New Second Lien Secured Notes to be authenticated, authenticated and the date on which the New Second Lien Secured Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or . In authenticating any Additional Notes, whether the Notes are to be issued as Definitive Notes or Global New Second Lien Secured Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the additional responsibilities under this Second Lien Indenture in relation to the such Additional New Second Lien Secured Notes, the applicable Second Lien Trustee shall be entitled to receive, receive and shall be fully protected in relying upon: (1) A copy of the resolution or resolutions of the Board of Directors of the Company in or pursuant to which the terms of the Additional New Second Lien Non-Convertible Notes and/or the Additional New Second Lien Convertible Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate; (a) an Officer’s Certificate delivered in accordance with Section 14.04(i) hereof; and (b) an Opinion of Counsel delivered in a form reasonably satisfactory to the Trustee stating that the form accordance with Section 14.04(ii) hereof and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee which shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate Notes. Unless otherwise provided in the appointment, 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 Authenticatingalso state:

Execution and Authentication. Two Officers One Officer of the Company shall sign the Notes for the Issuer Company by manual manual, electronic or facsimile signature. If an Officer of the Company whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time such Note is authenticated by the Trustee authenticates the NotesTrustee, the Notes such Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be valid until an authorized signatory authenticated by the manual or electronic (including “.pdf”) signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note Note, as applicable, has been duly authenticated under this Indenture. Except as otherwise provided hereinThe Trustee shall, upon a written order of the aggregate principal amount Company signed by one Officer of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of (an Officers’ Certificate“Authentication Order”), the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection accordance with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such The Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions dated their date of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuerauthentication. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes of any Series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with the Company Order will authenticate and deliver such Notes. In authenticating such Notes, and accepting the additional responsibilities under this Indenture in relation to such Notes, the Trustee shall receive, and (subject to Section 7.01) will be fully protected in relying upon, an Opinion of Counsel stating: (a) that such form has been established in conformity with the provisions of this Indenture; (b) that such terms have been established in conformity with the provisions of this Indenture; and (c) that this Indenture and such Notes, when authenticated and delivered by the Trustee and, with respect to the Notes, when issued by the Company, in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or other laws relating to or affecting creditors’ rights and by general principles of equity.

Execution and Authentication. Two Officers shall At least one Officer must sign the Second Lien Notes for the Issuer Company by manual manual, facsimile or facsimile electronic signature. If an Officer whose signature is on a Second Lien Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Second Lien Note is authenticated, the Notes shall Second Lien Note will nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Second Lien Note shall will not be valid until an authorized signatory authenticated by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall will be conclusive evidence that the Second Lien Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Trustee will, upon receipt of a written order of the Company signed by two Officers (an “Authentication Order”), authenticate Second Lien Notes for original issue that may be validly issued under this Indenture, including any Additional Second Lien Notes. With respect to any Additional Second Lien Notes, the Company shall set forth in an Officer’s Certificate, a copy of each which shall be delivered to the Trustee, the following information: (a) the aggregate principal amount of such Additional Second Lien Notes that may to be authenticated and delivered pursuant to this Indenture; and (b) the issue prices, the issue date and the CUSIP number of such Additional Second Lien Notes. The aggregate principal amount of Second Lien Notes outstanding at any time under this Indenture is may not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Second Lien Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing authorized for issuance by the Company Order have (i) read and understood pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof. Notwithstanding anything to the provisions of contrary in this Indenture relevant or in any Security Document, in no event shall Additional Second Lien Notes be Incurred for the primary purpose of influencing the votes with respect to the statements in the Company Order and (ii) made such examination an amendment, waiver or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities other 57 modification under this Indenture in relation or otherwise to the Notes, the Trustee shall be entitled effectuate an amendment or waiver to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect Indenture or any name change of the IssuerSecurity Document. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Second Lien Notes. Unless otherwise provided in the appointment, an Authenticating Agent An authenticating agent may authenticate Second Lien Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Execution and Authentication. Two Officers On the Issue Date, the Trustee shall, upon receipt of a Company Order (an “Authentication Order”), authenticate and deliver the Initial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued hereunder. At least one Officer shall sign the Notes for the Issuer Company by manual or facsimile signature. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory officer of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of its authentication. (i1) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $475,000,000, (ii2) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on the Issue Date in an aggregate unlimited principal amount not to exceed [$ ], and (iii3) under the circumstances set forth in Section 2.06(e), Initial Notes or Additional Notes from time to time for issuance after in the Issue Date to the extent otherwise permitted hereunder (includingform of an Unrestricted Global Note, without limitation, under Section 4.3 hereof). Any in each case upon a Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchaseOrder. Such Company Order shall specify whether the aggregate principal Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Initial Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant Notwithstanding anything herein to the statements in the Company Order and (ii) made such examination or investigation as is necessary contrary, prior to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notesany Note hereunder, the Trustee (or Authenticating Agent) shall be entitled to receive, and shall be fully protected in relying upon, receive an Opinion of Counsel in a form reasonably satisfactory to Authentication Order from the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerCompany. The Trustee may appoint an authenticating agent (the “Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate the Notes. Any such instrument shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Company. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands. In case the Company or any Note Guarantor, pursuant to Article 5 or Section 10.02, as applicable, shall be consolidated or merged with or into or wind up into any other Person or shall sell, assign, convey, transfer or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, taken as a whole, and the successor Person resulting from such Authenticatingconsolidation, or surviving such merger, or into which the Company or any Note Guarantor shall have been merged or wound up into, or the Person which shall have received a sale, assignment, conveyance, transfer, or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article 5 or Section 10.02, as applicable, any of the Notes authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.02 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers shall sign (a) The Indenture Notes shall, upon issue pursuant to Section 2.2, be executed on behalf of HVF by an Authorized Officer and delivered by HVF to the Notes Trustee for the Issuer by manual or facsimile signatureauthentication and redelivery as provided herein. If an Authorized Officer whose signature is on a an Indenture Note was an Officer at the time of such execution but no longer holds that office or position at the time the Indenture Note is authenticated, the Indenture Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, HVF may deliver Indenture Notes of any particular Series of Indenture Notes executed by HVF to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Indenture Notes, and the Notes Trustee, in accordance with such Company Order and this Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such Indenture Notes. (c) No Indenture Note shall be entitled to rely any benefit under this Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Indenture Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Indenture Notes of the Series of Indenture Notes to which such Indenture Note belongs are listed on the NoteLuxembourg Stock Exchange). The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Indenture Note has been duly authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer HVF to authenticate Indenture Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent authenticating agent may authenticate Indenture Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such Authenticatingagent. The Trustee’s certificate of authentication shall be in substantially the following form: This is one of the Indenture Notes of a Series of Indenture Notes issued under the within mentioned Indenture. THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory (d) Each Indenture Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Indenture Note shall have been authenticated and delivered hereunder but never issued and sold by HVF, and HVF shall deliver such Indenture Note to the Trustee for cancellation as provided in Section 2.14 together with a written statement (which need not comply with Section 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Indenture Note has never been issued and sold by HVF, for all purposes of this Indenture such Indenture Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture. The Trustee shall have the right to decline to authenticate and deliver any Indenture Notes under this Section 2.4 if the Trustee, based on the written advice of counsel, determines that such action may not lawfully be taken.

Execution and Authentication. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of EXHIBIT A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of EXHIBIT A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as EXHIBIT A-1 and EXHIBIT A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in EXHIBIT A-1, deposited with the Trustee, as custodian for the Depository, duly executed by the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in EXHIBIT C. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in EXHIBIT A-1 (the "Physical Notes"). Two Officers Officers, or an Officer and an Assistant Secretary, of the Company shall sign sign, or one Officer of the Company shall sign, and one Officer or an Assistant Secretary of the Company (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. An Officer of a Subsidiary Guarantor (who shall have been duly authorized by all requisite corporate actions) shall sign by manual or facsimile signature a notation, in the form of EXHIBIT B, in respect of the Subsidiary Guarantee of such Subsidiary Guarantor, on the Notes transferred and exchanged subsequent to the issuance of such Subsidiary Guarantee for so long as it remains outstanding. If an Officer or Assistant Secretary of the Company or an Officer of a Subsidiary Guarantor whose signature is on a Note or a notation, as the case may be, was an Officer or (in the case of the Company) Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note and any notation thereon shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled authenticate (i) Initial Notes for original issue in an aggregate principal face amount not to rely on such signature as authentic exceed $208,530,000, (ii) Private Exchange Notes from time to time only in exchange for a like principal face amount of Initial Notes and shall be under no obligation (iii) Unrestricted Notes from time to make any investigation time only in relation thereto. A Note shall not be valid until an authorized signatory exchange for (A) a like principal face amount of Initial Notes or (B) a like principal face amount of Private Exchange Notes, in each case upon a written order of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, ' Certificate of the Trustee shall authenticate Company. Each such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionThe aggregate principal face amount of Notes outstanding at any time may not exceed $208,530,000, such Company Order shall include (a) a statement that except as provided in Section 3.06 hereof. Notwithstanding the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. The Initial Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A-1 hereto. The Exchange Notes and the Trustee's certificate of authentication relating thereto shall be substantially in the form of Exhibit A-2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. The Company shall approve the form of the Notes and any notation, legend or endorsement thereon. Each Note shall be dated the date of issuance and shall show the date of its authentication. The terms and provisions contained in the Notes annexed hereto as Exhibits A-1 and A-2 shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. Notes offered and sold in reliance on Rule 144A and Notes offered and sold in reliance on Regulation S shall be issued initially in the form of one or more Global Notes, substantially in the form set forth in Exhibit A-1, deposited with the Trustee, as custodian for the Depository, duly executed by 47 -39- the Company and authenticated by the Trustee as hereinafter provided and shall bear the legend set forth in Exhibit B. The aggregate principal amount of the Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depository, as hereinafter provided. Notes (i) offered and sold to institutional "accredited investors" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and (ii) issued in exchange for interests in a Global Note pursuant to Section 3.17 hereof may be issued in the form of permanent certificated Notes in registered form in substantially the form set forth in Exhibit A-1 (the "Physical Notes"). All Notes offered and sold in reliance on Regulation S shall remain in the form of a Global Note until the consummation of the Exchange Offer pursuant to the Registration Rights Agreement; provided, however, that all of the time periods specified in the Registration Rights Agreement to be complied with by the Company have been so complied with. Two Officers Officers, or an Officer and an Assistant Secretary, shall sign sign, or one Officer shall sign, and one Officer or an Assistant Secretary (each of whom shall, in each case, have been duly authorized by all requisite corporate actions) shall attest to, the Notes for the Issuer Company by manual or facsimile signature. If an Officer or Assistant Secretary whose signature is on a Note was an Officer or Assistant Secretary at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall nevertheless be valid neverthelessvalid. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]$175,000,000, (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Exchange Notes from time to time only in exchange for issuance after the Issue Date a like principal amount of Initial Notes and (iii) Unrestricted Notes from time to the extent otherwise permitted hereunder time only in exchange for (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance A) a like principal amount of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or (B) a like principal amount of Private Placement Exchange Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions and offers to purchasethe Company in the form of an Officers' Certificate of the Company. Such Company Order Each such written order shall specify the aggregate principal amount of Notes to be authenticated, authenticated and the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Exchange Notes or Additional Notes, Unrestricted Notes and whether (subject to this Section 3.03) the Notes are to be 48 -40- issued as Definitive Physical Notes or Global Notes, Notes and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In additionThe aggregate principal amount of Notes Outstanding at any time may not exceed $175,000,000, such Company Order shall include (a) a statement that except as provided in Section 3.06 hereof. Notwithstanding the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the foregoing, all Notes and accepting the responsibilities issued under this Indenture in relation shall vote and consent together on all matters (as to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance which any of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution may vote or consent) as one class and no series of Notes originally issued will have the right to reflect vote or consent as a separate class on any name change of the Issuermatter. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with the Company and Affiliates of the Company. The Notes shall be issuable in fully registered form only, without coupons, in denominations of $1,000 and any integral multiple thereof.

Execution and Authentication. Two Officers An authorized member of the Issuers’ boards of directors or an executive officer of the Issuers shall sign the Notes for on behalf of the Issuer Issuers by manual or facsimile signature. If an Officer authorized member of the Issuers’ boards of directors or an executive officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinThe Issuers shall execute and, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIssuers Order, the Trustee shall authenticate such Notes which shall consist of (iwhether itself or via the authenticating agent) Registered Notes (a) Original Notes, on the date hereof, for original issue on the Issue Date in up to an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], of $800,000,000 and (iiib) Additional Notes Notes, from time to time for issuance after the Issue Date time, subject to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to compliance at the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. such Additional Notes will be treated as with the same series provisions of Section 4.06. The Issuers are permitted to issue Additional Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes part of a further issue under this Indenture, includingfrom time to time; provided that, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the if any Additional Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered not fungible with any series of Original Notes, Private Placement such Additional Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) will have a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer andseparate CUSIP number and/or ISIN, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Issuers to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such Authenticatingagent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuers or an Affiliate of the Issuers. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers (a) An Authorized Officer shall sign the Notes for the Issuer ARG II by manual or facsimile signature. If an Authorized Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Note is authenticated, the Note shall nevertheless be valid. (b) At any time and from time to time after the execution and delivery of this Indenture, ARG II may deliver Notes of any particular Series executed by ARG II to the Trustee authenticates for authentication, together with one or more Company Orders for the authentication and delivery of such Notes, and the Notes Trustee, in accordance with such Company Order and this Indenture, shall be valid nevertheless. The Trustee authenticate and deliver such Notes. (c) Unless otherwise provided in the related Series Supplement, no Note shall be entitled to rely any benefit under this Indenture or be valid for any purpose unless there appears on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer and the Luxembourg agent (the "Luxembourg Agent"), if such Notes are listed on the NoteLuxembourg Stock Exchange. The signature Such signatures on such certificate shall be conclusive evidence evidence, and the only evidence, that the Note has been duly authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer ARG II to authenticate Notes. Unless otherwise provided in limited by the term of such appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with ARG II or an Affiliate of ARG II. The Trustee's certificate of authentication shall be in substantially the following form: This is one of the Notes of a series issued under the within mentioned Indenture. THE BANK OF NEW YORK, as Trustee Dated: By: ----------------------------------- Authorized Signatory (d) Each Note shall be dated and issued as of the date of its authentication by the Trustee. (e) Notwithstanding the foregoing, if any Note shall have been authenticated and delivered hereunder but never issued and sold by ARG II, and ARG II shall deliver such Note to the Trustee for cancellation as provided in SECTION 2.14 together with a written statement (which need not comply with SECTION 13.3 and need not be accompanied by an Opinion of Counsel) stating that such Note has never been issued and sold by ARG II, for all purposes of this Indenture such Note shall be deemed never to have been authenticated and delivered hereunder and shall not be entitled to the benefits of this Indenture.

Execution and Authentication. (a) Two Officers Officers, one of whom shall be the Chairman of the Board, the President, the Chief Executive Officer or the Chief Financial Officer of the Company, shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at . (c) At any time under and from time to time after the execution and delivery of this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ CertificateIndenture, the Trustee shall authenticate such and make available for delivery Notes which shall consist upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof"Company Order"). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such A Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated. Subject to the conditions set forth herein and without the consent of the Holders, the issue price Company may authenticate and the date from which interest on such deliver an unlimited amount of Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. . (d) The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers An authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer shall sign the Notes for on behalf of the Issuer by manual or facsimile signature. If an Officer authorized member of the Issuer’s Board of Directors or an executive officer of the Issuer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided hereinUpon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall (whether itself or via the authenticating agent) authenticate (a) Original Notes, on the date hereof, for original issue up to an aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], £375,000,000 and (iiib) Additional Notes Notes, from time to time for issuance after the Issue Date time, subject to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to compliance at the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. such Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this IndentureSection 4.06. Any issue of Additional Notes that is to utilize the same ISIN number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby the issue of Additional Notes is treated as a “qualified reopening” (within the meaning of US Treas. Reg. §1.1275-2(k)(3), do not give rise to a Default and that or any successor provision, all as in effect at the issuance time of such Notes has been duly authorized by the Issuer and, if applicable, further issue) of the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution issue of Notes originally issued to reflect any name change of having the Issuershared ISIN number, as the case may be. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by any such Authenticatingagent. An authenticating agent has the same rights as any Registrar, co-Registrar, Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section 2.02 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Execution and Authentication. Two Officers At least one Officer shall sign execute the Notes for on behalf of the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the Notesa Note is authenticated, the Notes Note shall nevertheless be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation theretovalid. A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until an authorized signatory authenticated substantially in the form of Exhibit A attached hereto, as the case may be, by the manual signature of the Trustee manually signs the certificate of authentication on the NoteTrustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture. Except as otherwise provided hereinOn the Closing Date, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon Trustee shall, upon receipt by the Trustee of a Company Order in (an “Authentication Order”), authenticate and deliver the form of an Officers’ CertificateInitial Notes. In addition, at any time, from time to time, the Trustee shall upon receipt of an Authentication Order authenticate such and deliver any Additional Notes which shall consist of (i) Registered and Exchange Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes specified in such Authentication Order for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) such Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of or Exchange Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchaseissued hereunder. Such Company Authentication Order shall specify the aggregate principal amount of the Notes to be authenticatedauthenticated and, in case of any issuance of Additional Notes pursuant to Section 2.01 hereof, shall certify that such issuance is in compliance with Section 4.09 hereof. The Trustee shall have the date on which right to decline to authenticate and deliver any Additional Notes under this Section if the Notes are to Trustee determines that such action may not lawfully be authenticatedtaken by the Company or if the Trustee in good faith by its board of directors or board of trustee, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legendexecutive committee, or a trust committee of directors or trustees or Responsible Officers shall determine that such other information as action would expose the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions to personal liability of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are basedany kind. In authenticating the Notes of any series and accepting the additional responsibilities under this Indenture in relation to the such Notes, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel, each prepared in accordance with Section 14.05 stating that the conditions precedent, if any, provided for in the Indenture have been complied with, and an Opinion of Counsel in a form reasonably satisfactory substantially to the Trustee stating effect that the form and terms thereof Notes have been established duly authorized and, if executed and authenticated in conformity accordance with the provisions of this Indenturethe Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, do not give rise would be entitled to a Default the benefits of the Indenture and that the issuance of this Indenture and such Notes has been duly authorized would be valid and binding obligations of the Company and any other obligors, enforceable against the Company and such obligors in accordance with their respective terms, subject to customary exceptions, and covering such other matters as shall be specified therein and as shall be reasonably requested by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the IssuerTrustee. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in the appointment, an Authenticating Agent 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 Authenticatingagent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Execution and Authentication. Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein, A Note shall be dated the aggregate principal amount date of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of its authentication. (i1) Registered Initial Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ]of $175,000,000, (ii2) Private Placement subject to the terms of this Indenture, Additional Notes for original issue on the Issue Date in an aggregate unlimited principal amount not and (3) Exchange Notes for issue only in an Exchange Offer pursuant to exceed [$ ]a Registration Rights Agreement or upon resale under an effective Shelf Registration Statement, and (iii) Additional Notes from time to time only in exchange for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Initial Notes or Private Placement Additional Notes, as applicable for all purposes under this Indenturethe case may be, includingof an equal principal amount, without limitation, for purposes in each case upon a written order of waivers, amendments, redemptions the Company signed by two Officers or by an Officer and offers to purchaseeither a Treasurer or an Assistant Secretary of the Company (the "Company Order"). Such Company Order shall specify the aggregate principal amount of the Notes to be authenticated, authenticated and the date on which the original issue of Notes are is to be authenticated, the issue price authenticated and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Initial Notes, Private Placement Additional Notes or Additional Exchange Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may (at the expense of the Company) appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such 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 Authenticatingagent. In case the Company, pursuant to Article IV shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the successor Person, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. (a) Two Officers shall sign the Notes for the Issuer Company by manual or facsimile signature. If an Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. . (b) A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on authenticates the Note. The signature of the Trustee on a Note shall be conclusive evidence evidence, and the only evidence, that the such Note has been duly and validly authenticated and issued under this Indenture. Except as otherwise provided herein. (c) At any time and from time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery Notes upon a written order of the Company signed by two Officers or by an Officer and either an Assistant Treasurer or an Assistant Secretary of the Company (the "Company Order"). A Company Order shall specify the amount of the Notes to be authenticated and the date on which the original issue of Notes is to be authenticated. The aggregate principal amount of Notes that may be outstanding at any time authenticated and delivered under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate such Notes which shall consist of to U.S.$[o](1). (id) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of Notes on the Issue Date shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. Additional Notes will be treated as the same series of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, for purposes of waivers, amendments, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant to the statements in the Company Order and (ii) made such examination or investigation as is necessary to enable them to make such statements and (b) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the Notes and accepting the responsibilities under this Indenture in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change of the Issuer. The Trustee may appoint an authenticating agent (“the "Authenticating Agent”") reasonably acceptable to the Issuer Company to authenticate the Notes. Unless otherwise provided in limited by the terms of such appointment, an any such Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by the Authenticating Agent. (e) In case a Surviving Entity has executed an indenture supplemental hereto with the Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such Authenticatingtransaction may, from time to time, at the request of the Surviving Entity, be exchanged for other Notes executed in the name of the Surviving Entity with such changes in phraseology and form as may be appropriate, but otherwise identical to the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Order of the Surviving Entity, shall authenticate and deliver Notes as specified in such order for the purpose of such exchange. If Notes shall at any time be authenticated and delivered in any new name of a Surviving Entity pursuant to this Section 2.2 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Entity, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

Execution and Authentication. Two Officers An Officer shall sign execute the Notes for on behalf of the Issuer Company by manual or facsimile signature. The Company's seal may but need not be impressed, affixed, imprinted or reproduced on the Notes. If an the Officer whose signature is on a Note was an Officer at the time of such execution but no longer holds that office or position at the time the Trustee authenticates the NotesNote or at any time thereafter, the Notes Note shall be valid nevertheless. The Trustee shall be entitled to rely on such signature as authentic and shall be under no obligation to make any investigation in relation thereto. A Note shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture. Except as otherwise provided herein, the aggregate principal amount of Notes that may be outstanding at any time under this Indenture is not limited in amount. Upon receipt by the Trustee of a Company Order in the form of an Officers’ Certificate, the The Trustee shall authenticate such the Initial Notes which shall consist of (i) Registered Notes for original issue on the Issue Date in an aggregate principal amount not to exceed [$ ], (ii) Private Placement $200,000,000 upon receipt of an Officer's Certificate directing the Trustee to authenticate such Initial Notes for original issue on the Issue Date in an aggregate principal amount not and certifying that all conditions precedent to exceed [$ ], and (iii) Additional Notes from time to time for issuance after the Issue Date to the extent otherwise permitted hereunder (including, without limitation, under Section 4.3 hereof). Any Company Order delivered in connection with the issuance of such Initial Notes on the Issue Date contained herein have been complied with. The Trustee shall contain a certification that on or prior to the time of issuance of Notes on the Issue Date the Issuer shall have obtained the proceeds of at least $30,000,000 under the Time Warner Term Loan Credit Facility. authenticate Additional Notes will be treated thereafter in unlimited amounts (so long as permitted by the same series terms of Notes as the Registered Notes or Private Placement Notes, as applicable for all purposes under this Indenture, including, without limitation, Section 4.10 hereof) for purposes original issue upon receipt of waiversan Officer's Certificate directing the Trustee to authenticate such Additional Notes and certifying that all conditions precedent to the issuance of such Additional Notes contained herein have been complied with; provided, amendmentshowever, redemptions and offers to purchase. Such Company Order shall specify the aggregate principal amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the issue price and the date from which interest on that such Notes shall accrue, whether the Notes are to be Registered Notes, Private Placement Notes or Additional Notes, whether the Notes are to be issued as Definitive Notes or Global Notes, and whether or not the Notes shall bear the Private Placement Legend, or such other information as the Trustee may reasonably request. In addition, such Company Order shall include (a) a statement that the Persons signing the Company Order have (i) read and understood the provisions of this Indenture relevant for sale pursuant to the statements in the Company Order and Rule 144A, (ii) made such examination or investigation as is necessary for sale pursuant to enable them to make such statements and Regulation S, (biii) a brief statement as to the nature and scope of the examination or investigation on which the statements set forth in the Company Order are based. In authenticating the exchange for any Notes and accepting the responsibilities issued under this Indenture pursuant to Rule 144A or Regulation S, (iv) in relation to the Notes, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel in exchange for all or a form reasonably satisfactory to the Trustee stating that the form and terms thereof have been established in conformity with the provisions of this Indenture, do not give rise to a Default and that the issuance of such Notes has been duly authorized by the Issuer and, if applicable, the Guarantors. Upon receipt of a Company Order in the form of an Officers’ Certificate, the Trustee shall authenticate Notes in substitution of Notes originally issued to reflect any name change portion of the IssuerNotes issued under this Indenture pursuant to any Exchange Offer or (v) pursuant to another registered public offering. The Trustee may appoint an authenticating agent (“Authenticating Agent”) reasonably acceptable to the Issuer Company to authenticate Notes. Unless otherwise provided in limited by the terms of such appointment, an Authenticating Agent 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 Authenticatingagent. Such authenticating agent shall have the same rights as the Trustee in any dealings hereunder with the Company or with any of the Company's Affiliates.