Common use of Indenture Clause in Contracts

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13March 19, 2004 2010 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIAAct”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Act for a statement of such terms those terms. To the extent any provision of the Notes conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated general unsecured obligations of the CompanyIssuers. This Euro Note is one The Issuers shall be entitled, subject to their compliance with Section 4.03 of the Initial Euro Notes referred Indenture, to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro issue Additional Notes pursuant to Section 2.13 of the Indenture. The Initial Euro Notes issued on the Issue Date, any Additional Notes and any all Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are issued in exchange therefor will be treated as a single class of securities for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of BZ Holdings, the Company Issuers and its the other Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, of BZ Holdings to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, sell or otherwise dispose of assets including redeem or repurchase capital stock, enter into or permit certain ; make investments; engage in transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, affiliates; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture their assets and the Euro Notes when assets of their subsidiaries; and as the same shall be due incur liens. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Euro Notes under an the Indenture dated as of May 13October 14, 2004 2014 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Dollar Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Dollar Notes are senior subordinated unsecured obligations of the Company. This Euro Dollar Note is one of the Initial Euro Exchange Dollar Notes referred to in the Indenture. The Euro Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Dollar Notes and all other amounts payable by the Company under the Indenture and the Euro Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an the Indenture dated as of May 13March 26, 2004 2015 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an the Indenture dated as of May 13August 17, 2004 2020 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes issued pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliatesthan the Issuer), create or incur Liens and engage in other business activitiesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued (a) Each Holder of this Note, by accepting the Euro Notes under an Indenture dated as of May 13same, 2004 (a) agrees to and shall be bound by the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, (b) authorizes and directs the Trustee. on' his or her behalf to take such action as may be necessary or appropriate to effectuate the provisions of this Note and the Holders Indenture, and (c) appoints the Trustee as defined his or her attorney-in-tact for any and all such purposes. (b) Subject to certain exceptions set forth in the Indenture) are referred to , the Indenture and or the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations may be amended or supplemented with the written consent of the Company. This Euro Note is one Holders of a majority in aggregate principal amount of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes then outstanding, and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and past Default or Event of Default or noncompliance with any Exchange Euro Notes together provision may be waived with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability written consent of the Company and its Restricted Subsidiaries Holders of a majority in aggregate principal amount of the Notes then outstanding. Without notice to or consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, provide for uncertificated Notes in addition to or in place of certificated Notes, comply with any requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Act or comply with Article Five of the Indenture or make certain Investments any other change that does not adversely affect the rights of any Holder of a Note. (c) If an Event of Default occurs and other Restricted Paymentsis continuing, pay dividends the Trustee or the Holders of not less than 25% in aggregate principal amount of Notes then outstanding may declare all the Notes to be due and other distributionspayable in the manner, incur Indebtedness, sell at the time and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or otherwise dispose of assets including capital stock, enter into the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesthe Notes unless it has received indemnity reasonably satisfactory to it. The Indenture also imposes permits, subject to certain limitations on the ability therein provided, Holders of a majority in aggregate principal amount of the Company and each Guarantor Notes then outstanding to consolidate direct the Trustee in its exercise of any trust or merge with power. The Trustee may withhold from Holders of Notes notice of any continuing Default or into any other Person or convey, transfer or lease all or substantially all Event of its property. To guarantee the due and punctual Default (except a Default in payment of principal or interest when due, for any reason or a Default in compliance with Article Five of the principal ofIndenture) if it determines that withholding notice is in their interest. (d) No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of Maker, premiumwhich is absolute and unconditional, to pay the Principal Amount hereunder and all accrued interest thereon (including any liquidated damages, if any) at the times, places and rate, and in the coin or interest on currency, herein prescribed. (e) A Holder shall register the transfer of or exchange Notes in respect of accordance with the Euro Notes Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and all other amounts transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Company under Indenture. The Registrar need not register the Indenture transfer of or exchange of any Notes or portions thereof selected for redemption. (f) Prior to due presentation of this Note for transfer, the Maker, Trustee and any agent of Maker or the Euro Notes when Trustee may treat the Person in which name this Note is to be transferred and registered, as the same owner thereof for all purposes, whether or not this Note be overdue, and neither the Maker, Trustee nor any such agent shall be due and payable, whether at maturity, affected by acceleration or otherwise, according any notice to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturecontrary.

Indenture. The Company Issuer issued the Euro Notes under an the Indenture dated as of May 13September 20, 2004 2019 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes issued pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company STBV and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliatesthan the Issuer), create or incur Liens and engage in other business activitiesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13February 7, 2004 2024 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors party thereto and The Bank of New YorkWilmington Trust, a New York banking corporation (the “Trustee”)National Association, as trustee and collateral agent. The Capitalized terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. [This Euro Note is one of the Initial Euro Notes referred to in the Indenture. .] The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtedness, issue or sell or otherwise dispose certain Capital Stock of assets including capital stockthe Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13October 6, 2004 2017 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, Subsidiary Guarantor has unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Dollar Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Dollar Notes are senior subordinated unsecured obligations of the Company. This Euro Dollar Note is one of the Initial Euro Dollar Notes referred to in the Indenture. The Euro Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Dollar Notes and all other amounts payable by the Company under the Indenture and the Euro Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13, 2004 [●] (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the CompanyIndenture, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. [This Euro Note is one of the Initial Euro Notes referred to in the Indenture. .] The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtedness, issue or sell or otherwise dispose certain Capital Stock of assets including capital stockHoldings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an the Indenture dated as of May 13April 17, 2004 2013 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an the Indenture dated as of May 13March 29, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes issued pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliatesthan the Issuer), create or incur Liens and engage in other business activitiesenter into sale and lease-back transactions. The Indenture also imposes limitations on 1 Date to be used for Initial Notes; date to be revised as appropriate in the ability case of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureAdditional Notes.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13October 11, 2004 2013 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, Subsidiary Guarantor has unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13July 23, 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationbetween the Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and as amended or supplemented from time to time. The Notes are general secured obligations of the Holders (Issuer limited to $250,000,000 aggregate principal amount. The Notes are secured as defined set forth in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsCollateral Documents. The Euro All Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Issuer’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, [Names of Guarantors] have fully and unconditionally guaranteed (and each future Restricted Subsidiary party to a Collateral Document (other than in respect of the Guarantors haveCapital Stock at Comegua), will fully and unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13September 28, 2004 2005, as amended and supplemented by the First Supplemental Indenture dated December [ ], 2005 (as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of between the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Euro Notes are senior subordinated general unsecured obligations of the Company. This Euro Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Euro Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V., Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V. and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each of the Guarantors havefuture Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13September 27, 2004 2016 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation Alcoa Upstream Corporation (the “TrusteeCompany”). The terms of , a Delaware corporation, and the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Trustee. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Euro Notes referred to in the Indenture. The Euro Original Notes include the Initial Euro Notes of a Series and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are of such Series shall be treated as a single class for all purposes of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments assets; create liens on assets to secure debt; enter into certain transactions with affiliates; and other Restricted Payments, pay restrict dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiespayments. The Indenture also imposes limitations on the ability of the Company Company, the Issuer and each Guarantor the Subsidiary Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, Company has unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 132, 2004 2016 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New Yorkthe Trustee. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are second-priority senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtedness, issue or sell or otherwise dispose shares of assets including certain capital stockstock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a second-priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13April 17, 2004 2013 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New Yorkthe Trustee. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Guarantors haveIndenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations which such Subsidiary Guarantees shall be on a senior subordinated unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May March 13, 2004 2020 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors party thereto from time to time and The Bank of New Yorkthe Trustee. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Note limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the IndentureIssuer. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, have unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Holdings Guarantee and Pledge Agreement or the Subsidiary Guarantee Agreement, as applicable, and any Subsidiary Guarantor that executes a Subsidiary Guarantee after the date hereof will unconditionally guarantee the Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13March 4, 2004 2005 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of Issuer and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, the Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13December 21, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes and any Exchange Euro Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Company shall only be entitled to issue Additional Notes in accordance with Section 4.14 of the Indenture. Additional Notes shall be issued with terms substantially identical to the Original Notes, except for any variation in issuance date and, upon the issuance of Additional Notes with original issue discount (and any Exchange Euro issuance of Additional Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenturethereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay including Investments; enter into consensual restrictions on the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, have jointly and severally, fully and unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13October 29, 2004 (the “"Indenture”), ") among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13March 4, 2004 2005 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of Issuer and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13[ ], 2004 2014 (the “Indenture”), among PP Acquisition Corporation, the predecessor of Issuer and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Original Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockCapital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13October 11, 2004 2013 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, Subsidiary Guarantor has unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13December 8, 2004 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and and, subject to the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro The Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Euro Notes and Notes, any Exchange Euro Notes together with the Initial Dollar Additional Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent Guarantor and its any Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockSubsidiary to create liens, enter into or permit certain sale and lease-back transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro The Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company Obligor issued the Euro Notes this 2013 Senior Note under an Indenture dated as of May 13October 24, 2004 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of July 20, 2010 (the “Fourth Supplemental Indenture and, together with the Base Indenture, the “Indenture”), among PP Acquisition Corporation, between the predecessor of Obligor and the Company, Trustee. Capitalized terms used herein are used as defined in the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”)Indenture unless otherwise indicated. The terms of the Euro Notes this 2013 Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are This 2013 Senior Note is subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are In the event of a conflict between any provision of this 2013 Senior Note and the Indenture, the Indenture shall govern such provision. This 2013 Senior Note is a senior subordinated unsecured obligations obligation of the Company. This Euro Note is Obligor of which an unlimited aggregate principal amount may be at any one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenturetime Outstanding. The Indenture imposes certain limitations on the ability of the Company Obligor and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 1319, 2004 2011 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are second-priority senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a second-priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13December 15, 2004 2001, (the “"Indenture”"), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, the Guarantors and The Bank of New York, a New York banking corporation as guarantors (the “"Subsidiary Guarantors"), and the Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyCompany limited to $280,000,000 aggregate principal amount at any one time outstanding (subject to Section 2.07 of the Indenture). This Euro Note is one of the Initial Euro Notes or Additional Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, Additional Notes and any Exchange Euro Notes and Private Exchange Notes issued in exchange for Initial Euro Notes pursuant to the Indentureor Additional Notes. The Initial Euro Notes, Additional Notes, Exchange Notes and any Private Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture Indenture, dated as of May 13November 16, 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among PP Acquisition Corporationbetween the Issuers, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Euro Notes are senior subordinated unsecured general unsecured, joint and several, obligations of the CompanyIssuers, of which $850.0 million in aggregate principal amount will be initially issued on the Issue Date. This Euro Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Euro Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, sell or otherwise dispose of assets including capital stockdesignate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, the Company and the Subsidiary Note Guarantors have unconditionally guaranteed (and each of the Guarantors havefuture Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company Issue issued the Euro Notes under an Indenture dated as of May November 13, 2004 2001 (the “"Indenture”"), among PP Acquisition Corporationthe Issuer, the predecessor of Trustee and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”)Collateral Agent. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes , which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake asset dispositions, enter into certain Hedging Arrangements or permit sale and leaseback transactions and enter into consensual restrictions upon the payment of certain transactions with Affiliates, create dividends and distributions by the Issuer or incur Liens and engage in other business activitiesits Subsidiaries. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPerson. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Euro Notes Guarantee Agreement and the Indenture, each of the Guarantors haveother Security Documents, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Indenture Obligations on a senior subordinated basis and have pledged, pursuant to the terms of the IndentureSecurity Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the Issuer.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13, 2004 2003 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro [Original] [Additional] Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Original Notes and any Exchange Euro Additional Notes shall be part of the same series issued and would vote together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indentureon all matters. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay including Investments; enter into consensual restrictions on the payment of certain dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each of Holdings and each Guarantor ASG to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, have jointly and severally, fully and unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers have issued the Euro Notes under an Indenture dated as of May 13January 29, 2004 2010 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions provi- a In the case of the Initial Notes. sions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13February 7, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of between the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture indenture by reference to the Trust TIA. The Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on is not, and is not required to be, qualified under the date applicable provisions of the Indenture (TIA and does not incorporate by reference all provisions of the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Euro Notes are senior subordinated general unsecured obligations of the Company. This Euro Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Euro Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V. and ▇▇▇▇▇ Beta del Centro, S. de ▇.▇. de C.V. have unconditionally guaranteed (and each of the Guarantors havefuture Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13August 22, 2004 2012 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of Parent Guarantor and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 1312, 2004 2021 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation Coronado Global Resources Inc. (the “TrusteeParent Guarantor”), the Subsidiary Guarantors party thereto from time to time, the Trustee and the Priority Lien Collateral Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer, the Parent Guarantor and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtednessissue or sell shares of certain capital stock of the Issuer, sell or otherwise dispose of assets including capital stockthe Parent Guarantor and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Disposition. The Indenture also imposes limitations on the ability of the Company Issuer, the Parent Guarantor and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Parent Guarantor and the Subsidiary Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors haveIndenture, jointly the Parent Guarantor’s Parent Guarantee and severally, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis secured basis, pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an the Indenture dated as of May 13June 16, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors party thereto, the Trustee and The Bank of New York, a New York banking corporation (the “Trustee”)Agents. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured senior obligations of the Company, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company). This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13October 12, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined amended or supplemented from time to time. The Notes are general senior obligations, which are secured by a first priority security interest in the Indenture) are referred Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,500,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations consent of the CompanyHolders, the Issuer may issue Additional Notes. This Euro Note is one of the Initial Euro All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of, of (and premium, if any, or ) and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13December 10, 2004 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, Quiksilver, Inc., the predecessor of the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Euro Notes are general unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is one unlimited. The Notes will be limited to an aggregate principal amount of €200,000,000 (herein called “Initial Notes”), subject to the Issuer’s ability to issue additional 8.875% Senior Notes due 2017 of the Initial Euro Notes referred Issuer that may be issued from time to in time under the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant Indenture subsequent to the IndentureDecember 10, 2010 (herein called “Additional Notes”). The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the ability Incurrence of Indebtedness by the Issuer, the Company and its Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments and other Restricted Payments, pay the payment of dividends and other distributionsdistributions on the purchase or redemption of Capital Stock of the Issuer, incur Indebtednessthe Company and its Subsidiaries, sell certain purchases or otherwise dispose redemptions of Subordinated Obligations, the sale or transfer of assets including capital stockand Capital Stock of Subsidiaries, enter into or permit the incurrence of certain Liens, transactions with Affiliates, create or incur Liens mergers and engage in other business activitiesconsolidations, investments of the Issuer, the Company and its Subsidiaries, and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall be suspended if the Notes attain an Investment Grade Rating. The In addition, the Indenture also imposes limitations on limits the ability of the Issuer, the Company and each Guarantor its Subsidiaries to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its property. To agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to guarantee the due obligations under the Notes and punctual payment the Indenture. 5 Redemption Except as described below, the Notes are not redeemable until December 15, 2014. On and after December 15, 2014, the Issuer may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal of, premiumamount) plus accrued and unpaid interest on the Notes, if any, to the applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on December 15 of the years indicated below: YEAR PERCENTAGE 2014 104.438 % 2015 102.219 % YEAR PERCENTAGE 2016 and thereafter 100.000 % Prior to December 15, 2013, the Issuer may on any one or more occasions redeem up to 35% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that: (1) at least 65% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and (2) the redemption occurs within 90 days after the closing of such Equity Offering. Prior to December 15, 2014, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, upon not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the principal amount of the Notes redeemed, plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). The Issuer may redeem the Notes, in whole but not in part, at any time upon giving not less than 30 nor more than 60 days’ prior notice to the holders, at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest, if any, to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all additional amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of holders on the relevant record date to receive interest due on the relevant interest payment date and additional amounts, if any, in respect thereof), if on the next date on which any amount would be payable in respect of the Euro Notes Notes, the Issuer has or would be required to pay additional amounts which are more than a de minimis amount, and all other the Issuer determines in good faith that such obligation to pay additional amounts payable cannot be avoided by the Company under use of reasonable measures (for the avoidance of doubt, other than effectuating a change in Tax Jurisdiction) available to it, as a result of: (1) any change in, or amendment to, the laws (or any regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes effective on or after the date of the Indenture and (or, if the Euro Notes when and as relevant Tax Jurisdiction has changed since the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms date of the Euro Notes and the Indenture, each the date on which the then current Tax Jurisdiction became a relevant Tax Jurisdiction under the Indenture); or (2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment, application or interpretation has not been publicly announced as formally proposed before and becomes effective on or after the date of the Guarantors haveIndenture (or, jointly and severallyif the relevant Tax Jurisdiction has changed since the date of the Indenture, unconditionally and irrevocably guaranteed the Guaranteed Obligations date on which the then current Tax Jurisdiction became a senior subordinated basis relevant Tax Jurisdiction under the Indenture). The Issuer will give any such notice of redemption no earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment under or with respect to the Notes were then due. Prior to the publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to the terms foregoing, the Issuer will deliver to the Trustee an Opinion of Counsel to the effect that there has been such change or amendment which would entitle the Issuer to redeem the Notes hereunder and the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it. For the avoidance of doubt, the implementation of European Union Council Directive 2003/48/EC or any other directive implementing the conclusions of the IndentureEuropean Council of Economics and Finance Ministers Council (or ECOFIN) meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such directive will not be a change or amendment for such purposes. If the optional Redemption Date is on or after a record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business, on such record date, and no additional interest shall be payable to Holders whose Notes shall be subject to redemption by the Issuer. In the case of any partial redemption, selection of the Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal securities exchange, if any, on which the Notes are listed and the requirements of any Common Depositary holding the Global Notes or if the Notes are not so listed or such exchange prescribes no method of selection and the Notes are not held through a Common Depositary or such Common Depositary prescribes no method of selection, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion will deem to be fair and appropriate, provided that with respect to any Note, such redemption equals €100,000 or an integral multiple of €1,000 in excess thereof. No Notes of €100,000 or less will be redeemed in part and no redemption will result in a Holder holding a Note of less than €100,000. If any Note is to be redeemed in part only, the notice of redemption relating to such Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion thereof shall be issued in the name of the Holder thereof upon cancellation of the original Note. Notices of any redemption upon any Equity Offering may be given prior to the completion thereof, and any redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of the Equity Offering. Neither the Issuer nor the Company is required to make mandatory redemption payments or sinking fund payments with respect to the Notes. Either the Issuer or the company may at any time and from time to time purchase Notes through open market purchases, negotiated purchases, tender offers or otherwise.

Indenture. The Company Issuers have issued the Euro Notes under an Indenture dated as of May 13January 29, 2004 2010 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita- a In the case of the Initial Notes. tions on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13September 28, 2004 2021 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the CompanyNote Guarantors, the Guarantors Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and The Transfer Agent, and Deutsche Bank of New YorkLuxembourg S.A., a New York banking corporation (the “Trustee”)as Registrar and Transfer Agent. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Manufacturing Subsidiaries to, among other things, make create or Incur certain Investments Liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from at least two of the principal ofRating Agencies, premium, if any, or interest on in and (ii) no Default with respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes has occurred and is continuing under the Indenture, each the Company and its Subsidiaries will not be subject to Section 4.11 of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant Indenture with respect to the terms Notes. In addition, upon and following the Suspension Date, the Issuer may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Subsidiaries (other than Excluded Subsidiaries) shall again be subject to Section 4.11 of the IndentureIndenture with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13October 2, 2004 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined amended or supplemented from time to time. The Notes are general senior obligations, which are secured by a first priority security interest in the Indenture) are referred Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations consent of the CompanyHolders, the Issuer may issue Additional Notes. This Euro Note is one of the Initial Euro All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of, of (and premium, if any, or ) and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13August 27, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated unsecured secured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by non-Guarantor Restricted Subsidiaries, issue or sell or otherwise dispose Capital Stock of assets including capital stockthe Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer sell or lease otherwise dispose of all or substantially all of its propertyproperties or assets. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors haveParent Guarantor and the Subsidiary Guarantors, if any, shall, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations of the Company under the Notes on a senior subordinated secured (or, in the case of the Parent Guarantor, unsecured) basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13January 23, 2004 2003 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the Company, the Note Guarantors (as defined in the Indenture) and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro [Exchange] [Additional] Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes, the Additional Notes and any Exchange Euro Notes and Private Exchange Notes issued in exchange for the Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Original Notes, the Additional Notes, the Exchange Euro Notes together with the Initial Dollar Notes and the Private Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens sell assets and engage in other business activitiesenter into new lines of business. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, premiumand interest, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior basis subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Dollar Notes under an Indenture dated as of May 13, 2004 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Dollar Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Dollar Notes are senior subordinated unsecured obligations of the Company. This Euro Dollar Note is one of the Initial Euro Dollar Notes referred to in the Indenture. The Euro Dollar Notes include the Initial Dollar Notes and any Exchange Dollar Notes issued in exchange for Initial Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Dollar Notes and all other amounts payable by the Company under the Indenture and the Euro Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13June 5, 2004 2013 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13March 28, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined amended or supplemented from time to time. The Notes are general senior obligations, which are secured by a first priority security interest in the Indenture) are referred Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations consent of the CompanyHolders, the Issuer may issue Additional Notes. This Euro Note is one of the Initial Euro All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of, of (and premium, if any, or ) and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors haveCEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Company Issuer and Holdings issued the Euro Notes under an Indenture dated as of May 13June 27, 2004 2008 (the “Indenture”), among PP Acquisition Corporationthe Issuer, Holdings, the predecessor of other parties signatories thereto and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer and Holdings. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer, Holdings and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 1323, 2004 2018 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the CompanySubsidiary Guarantors, the Guarantors Trustee and The Bank of New Yorkthe Notes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Guarantors haveIndenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations which such Subsidiary Guarantees shall be on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company This Note is one of a duly authorized issue of Notes of the Company, designated as its [—]% Notes due 2022 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.18 of the Euro Notes Indenture (as hereinafter defined)), issued and to be issued under an Indenture indenture, dated as of May 13August [—], 2004 2012 (herein called the “Indenture”), among PP Acquisition Corporation▇’▇▇▇▇▇▇ AUTOMOTIVE, the predecessor of the Company, the Guarantors and The Bank of New YorkINC., a New York banking Missouri corporation (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), THE SUBSIDIARY GUARANTORS listed on the signature pages to the Indenture and UMB Bank, N.A., as trustee (the “Trustee”). The terms , to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the Euro Notes include those stated in the Indenture rights, limitations of rights, obligations, duties and those made part immunities thereunder of the Indenture by reference to Trustee, the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on Company and the date Holders of the Indenture (the “TIA”)Notes. Terms Capitalized terms used but not defined in the Indenture and not defined herein this Note shall have the meanings ascribed thereto to them in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, to create or incur Liens and or engage in other business activitiesSale and Leaseback Transactions, in each case, subject to some exceptions as set forth in the Indenture. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge, consolidate or merge amalgamate with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of the Company in any one transaction or series of related transactions, in each case, subject to some exceptions as set forth in the Indenture. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture, certain of which are summarized herein, and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal of, premium, if any, or interest on summary provisions set forth in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the provisions of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureIndenture shall govern.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13April 1, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined amended or supplemented from time to time. The Notes are general senior obligations, which are secured by a first priority security interest in the Indenture) are referred Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations consent of the CompanyHolders, the Issuer may issue Additional Notes. This Euro Note is one of the Initial Euro All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of, of (and premium, if any, or ) and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13August 5, 2004 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, between the predecessor of Issuer and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes issued on the Issue Date and any Exchange Euro Additional Notes issued in exchange for Initial Euro Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company Issuer and its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay certain dividends and make other certain distributions, incur Indebtedness(iv) the Issuer and its Restricted Subsidiaries to consummate certain asset dispositions, sell or otherwise dispose of assets including capital stock, enter into or permit (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create (vi) the Issuer and Restricted Subsidiaries to incur or incur Liens assume certain liens and engage in other business activities. The Indenture also imposes limitations on encumbrances securing indebtedness and (vii) the ability Issuer to enter into mergers, consolidations or sales of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro The Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture Indenture, dated as of May 13November 16, 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”"), among PP Acquisition Corporationbetween the Issuers, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Euro Notes are senior subordinated unsecured general unsecured, joint and several, obligations of the CompanyIssuers, of which $300.0 million in aggregate principal amount will be initially issued on the Issue Date. This Euro Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Euro Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, sell or otherwise dispose of assets including capital stockdesignate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, the Company and the Subsidiary Note Guarantors have unconditionally guaranteed (and each of the Guarantors havefuture Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13April 29, 2004 1998 (the “"Indenture”"), among PP Acquisition CorporationIssuer, the predecessor Guaran- tors party thereto and the Trustee. This Note is one of the Company, the Guarantors and The Bank a duly authorized issue of New York, a New York banking corporation Initial Notes of Issuer designated as its 11% Senior Secured Notes due 2005 (the “Trustee”"Initial Notes"). The Notes include the Initial Notes and the Exchange Notes (as defined in the Indenture) issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisions. The Euro Notes are senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in Indenture will be governed by the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant are secured senior obligations of Issuer limited to $112,750,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the incurrence of Indebtedness by Issuer and the Restricted Subsidiaries, the existence of Liens, the payment of dividends on, and redemption of, the Equity Interests of Issuer, certain Assets Sales, the issuance or sale of Capital Stock of Restricted Subsidiaries, investments by Issuer and its Restricted Subsidiaries, consolidations, mergers and transfers of all or substantially all the assets of Issuer, and transactions with Affiliates. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other dividends from Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertySubsidiaries. To guarantee the due and punctual payment of the principal ofprincipal, premiumpremium and interest, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, have unconditionally and irrevocably guaranteed the Guaranteed Obligations obligations of Issuer under the Indenture and the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Holdings issued the Euro Senior Discount Notes under an Indenture dated as of May 13June 5, 2004 1998 (the “"Indenture”"), among PP Acquisition Corporation, Holdings and the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Senior Discount Notes Trustee”). The terms of the Euro Senior Discount Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb▇▇.▇▇. 77aaa- 77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Senior Discount Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Senior Discount Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Euro Senior Discount Notes are senior subordinated unsecured obligations of the CompanyHoldings limited to $87 million aggregate principal amount at maturity at any one time outstanding. This Euro Senior Discount Note is one of the Initial Euro Senior Discount Notes referred to in the Indenture. The Euro Senior Discount Notes include the Initial Euro Senior Discount Notes and any Senior Discount Exchange Euro Notes and Private Senior Discount Exchange Notes issued in exchange for the Initial Euro Senior Discount Notes pursuant to the Indenture. The Initial Euro Notes and any Senior Discount Notes, the Senior Discount Exchange Euro Notes together with the Initial Dollar Notes and the Private Senior Discount Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureHoldings.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13October 30, 2004 2006 (the “Indenture”), among PP Acquisition Corporationthe Issuer, The Bank of New York (the predecessor of the Company, the Guarantors “Trustee”) and The Bank of New York, a New York banking corporation (the “Trustee”). Luxembourg) S.A. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. Only those TIA sections that are specifically referred to in the Indenture are incorporated by reference and are a part of the Indenture. The Euro Notes are subject to all terms and provisions of the Indentureindenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Euro Note is one of the Initial Euro Original Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the IndentureIndenture and will be equally and ratably secured by the Lien of the Security Document with respect to the Collateral. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, and engage in other business activitiesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment extent of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any conflict between the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May November 13, 2004 (the “Indenture”)2001, as Amended and Restated on December _____, 2001, among PP Acquisition Corporationthe Issuer, the predecessor of Trustee and the CompanyCollateral Agent (such indenture, as may be further amended, modified or supplemented from time to time, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”"Indenture"). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes , which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake asset dispositions, enter into certain Hedging Arrangements or permit sale and leaseback transactions and enter into consensual restrictions upon the payment of certain transactions with Affiliates, create dividends and distributions by the Issuer or incur Liens and engage in other business activitiesits Subsidiaries. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuer to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPerson. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Euro Notes Guarantee Agreement and the Indenture, each of the Guarantors haveother Security Documents, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Indenture Obligations on a senior subordinated basis and have pledged, pursuant to the terms of the IndentureSecurity Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the Issuer.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13June 10, 2004 2009 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of Parent Guarantor and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13December 22, 2004 2022 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors party thereto from time to time, the Trustee and The Bank of New Yorkthe Notes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other 2 To be July 1, 2023 for Initial Notes. Restricted Payments, pay Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and other distributionsdistributions by such Restricted Subsidiaries, incur Indebtedness, issue or sell or otherwise dispose shares of assets including certain capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Guarantor that executes a Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated basis secured basis, pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13July 3, 2004 2006 (the “Indenture”"INDENTURE"), among PP Acquisition Corporationthe Issuer, the predecessor of Guarantor named therein and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”th▇ "▇▇A"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13March 1, 2004 2021 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of Subsidiary Guarantors party thereto from time to time and the CompanyTrustee. Capitalized terms used herein are used as defined in the Indenture, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer, and following the Escrow Release Date, will be senior secured obligations of the Issuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an the Indenture dated as of May 13April 27, 2004 2006 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are unsecured senior subordinated unsecured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13August 28, 2004 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of Issuers and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms such terms, and provisions Holders of the Indenture, and the Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuers initially limited to $300,000,000, and, subject to compliance with the covenants contained in the Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or Additional Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with Notes, the Initial Dollar Additional Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company Issuers, and the Issuers’ Restricted Subsidiaries, the payment of dividends on, and the purchase or redemption of Equity Interests of Mediacom Broadband LLC and its Restricted Subsidiaries, the sale or transfer of assets, investments of Mediacom Broadband LLC and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates. In addition, create or incur Liens and engage in other business activities. The the Indenture also imposes limitations on limits the ability of the Company Mediacom Broadband LLC and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due restrict distributions and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13October 3, 2004 2012 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors named therein and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake asset sales. The Indenture also imposes limitations on the ability of the Company Issuer and each any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofand interest, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a an unsecured senior subordinated basis pursuant to on the terms of set forth in the Indenture.

Indenture. The This Note is one of the duly authorized issue of 9 1/2% Senior Subordinated Notes Due 2009 of the Company (herein called the "Notes"), issued the Euro Notes under an Indenture Indenture, dated as of May 13June 11, 2004 2001 (as amended, supplemented or otherwise modified from time to time, the “"Indenture”," which term shall have the meanings assigned to it in such instrument), among PP Acquisition Select Medical Corporation, the predecessor Subsidiary Guarantors and State Street Bank and Trust Company as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, any other guarantor upon this Note, the Guarantors Trustee and The Bank the Holders of New Yorkthe Notes and of the terms upon which the Notes are, a New York banking corporation (the “Trustee”)and are to be, authenticated and delivered. The terms of the Euro Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. ________________________________________________________________________________ /11/ For an Initial Additional Note, add any similar provision, if any, as may be agreed by the Company with respect to additional interest on such Initial Additional Note. /12/ Include only if Note is issued in global form. 141 Additional Notes may be issued under the Indenture which may vote as a class with the Notes and provisions. The Euro otherwise be treated as Notes are senior subordinated unsecured obligations for purposes of the CompanyIndenture. This Euro All terms used in this Note is one of that are defined in the Initial Euro Notes referred Indenture shall have the meanings assigned to them in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant This Note is entitled to the Indenture. The Initial Euro Notes benefits of a certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and any Exchange Euro Notes together with future Subsidiary Guarantors) made for the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability benefit of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose Holders. Reference is made to Article Thirteen of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and to the Euro Notes when Subsidiary Guarantees for terms relating to such Subsidiary Guarantees, including the release, termination and as discharge thereof. Neither the same Company nor any Subsidiary Guarantor shall be due and payablerequired to make any notation on this Note to reflect any Subsidiary Guarantee or any such release, whether at maturity, by acceleration termination or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedischarge.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13October 7, 2004 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, the Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Company's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premiumand interest, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13August 27, 2004 2021 (the “Indenture”), ) among PP Acquisition Corporation, the predecessor of the Company, Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Euro Notes are senior subordinated unsecured secured obligations of the Company. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by non-Guarantor Restricted Subsidiaries, issue or sell or otherwise dispose Capital Stock of assets including capital stockthe Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer sell or lease otherwise dispose of all or substantially all of its propertyproperties or assets. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at stated maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors haveParent Guarantor and the Subsidiary Guarantors, if any, shall, jointly and severally, unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations of the Company under the Notes on a senior subordinated secured (or, in the case of the Parent Guarantor, unsecured) basis pursuant to the terms of the Indenture.. A - 2 KE 79433857.6

Indenture. The Company issued the Euro Notes under an Indenture dated as of May 13[ ], 2004 2016 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors Guarantors, the Trustee and The Bank of New York, a New York banking corporation (the “Trustee”)Collateral Agent. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior subordinated unsecured secured obligations of the Company. This Euro Note is one Company and have the benefit of a second-priority Lien in the Collateral, and consist of the Initial Euro 11.875% Senior Secured Second Lien Notes referred to due 2020 issued on the Issue Date (including any increase in the Indenture. The Euro principal amount of the Notes include the Initial Euro Notes as a result of payment of PIK Interest) and any Exchange Euro PIK Notes that may be issued in exchange for Initial Euro Notes pursuant to after the IndentureIssue Date. The Initial Euro Notes and (including any Exchange Euro increase in the principal amount of the Notes together with as a result of the Initial Dollar Notes payment of PIK Interest) and the Exchange Dollar Notes are PIK Notes, if any, shall be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of Holdings, the Company and its Restricted Subsidiaries to, among other things, Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessenter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings, the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal ofprincipal, premium, if any, or interest and interest, on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, irrevocably and unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture. The Notes will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Intercreditor Agreement and the Security Documents, such security interest to be second in priority to security interests granted for the benefit of holders of First Lien Obligations. The Trustee and the Collateral Agent, as the case may be, hold the Collateral as agent for the benefit of the Trustee and the Holders, in each case pursuant to the Security Documents and the Intercreditor Agreement. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents, the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its terms, and the Indenture, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13September 23, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, the Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuers and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premiumand interest, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May 13November 3, 2004 2010 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuers, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are second-priority senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuers and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by the Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuers and the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Guarantors have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Guarantor that executes a Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a second-priority senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13April 29, 2004 2010, (the “Indenture”), among PP Acquisition Corporationthe Company, the predecessor subsidiaries of the Company, the Guarantors and The Bank of New York, a New York banking corporation as guarantors (the “TrusteeSubsidiary Guarantors”), and the Trustee. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Euro Notes are senior subordinated unsecured secured second lien obligations of the Company. This Euro Note is one of the Initial Euro Notes or Additional Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, Additional Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indentureor Additional Notes. The Initial Euro Notes and any Notes, Additional Notes, Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose enter into consensual restrictions upon the payment of assets including capital stockcertain dividends and distributions by Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and engage in other business activitiesAsset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Subsidiary Guarantors have, jointly and severally, unconditionally guarantee the Obligations of the Company under the Indenture and irrevocably guaranteed the Guaranteed Obligations Notes on a senior subordinated secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 1321, 2004 2003 (as it may be amended or supplemented from time to time in accordance with the “Indenture”terms thereof, the "INDENTURE"), among PP Acquisition Corporation, between the predecessor of Issuer and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"T▇▇"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Euro Notes are unsecured senior subordinated unsecured obligations of the CompanyIssuer and are unlimited in aggregate principal amount, $200,000,000 of which are being offered on the Issue Date and Additional Notes may be issued after the Issue Date, subject to the limitations set forth in Section 4.3 of the Indenture. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Private Exchange Euro Notes and Exchange Notes issued in exchange for the Initial Euro Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Euro Notes and any Notes, the Private Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Issuer and its Restricted Subsidiaries, the purchase or redemption of Capital Stock of the Issuer and Capital Stock of such Restricted Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments to restrict distributions and other dividends from Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureSubsidiaries.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13September 28, 2004 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporation, the predecessor of between the Company, the Subsidiary Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Euro Notes are senior subordinated general unsecured obligations of the Company. This Euro Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Euro Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtedness, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium, if any, or of and interest on in respect of the Euro Notes and all other amounts payable by the Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora ▇▇ ▇▇▇▇▇ del Noroeste, S.A. de C.V., ▇▇▇▇▇ Beta del Centro, S.A. de C.V., ▇▇▇▇▇ Beta del Norte, S.A. de C.V., ▇▇▇▇▇ Beta del Noroeste, S.A. de C.V. Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V., and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each of the Guarantors havefuture Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13February 15, 2004 2013 (the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of Parent Guarantor and the Company, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. provisions The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer, each Subsidiary Pledgor and each the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Guarantors have, jointly Indenture and severally, any Subsidiary Pledgor that executes a Note Guarantee will unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May 13September 11, 2004 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among PP Acquisition Corporationthe Issuer, the predecessor of the Company, the Note Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined amended or supplemented from time to time. The Notes are general senior obligations, which are secured by a first priority security interest in the Indenture) are referred Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €400,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations consent of the CompanyHolders, the Issuer may issue Additional Notes. This Euro Note is one of the Initial Euro All Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the Indenture. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, sell or otherwise dispose of assets including capital stockmake Asset Sales, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of, of (and premium, if any, or ) and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Company Issuer issued the Euro Notes under an Indenture dated as of May 13February 1, 2004 2008 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The Bank of New York, a New York banking corporation (the “Trustee”). The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Exchange Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes, any Additional Notes and any Exchange Euro Notes issued in exchange for the Initial Euro Notes or any Additional Notes pursuant to the Indenture. The Initial Euro Notes, any Additional Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Note Guarantors have, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May August 13, 2004 2012 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New Yorkthe Trustee. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Guarantors haveIndenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations which such Subsidiary Guarantees shall be on a senior subordinated unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Euro Notes under an Indenture dated as of May August 13, 2004 2012 (the “Indenture”), among PP Acquisition Corporationthe Issuers, the predecessor of the Company, the Subsidiary Guarantors and The Bank of New Yorkthe Trustee. Capitalized terms used herein are used as defined in the Indenture, a New York banking corporation (the “Trustee”)unless otherwise indicated. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Euro Notes are senior subordinated unsecured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Euro Notes include the Initial Euro Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Holdings and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company each Issuer and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each the Subsidiary Guarantors have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Guarantors haveIndenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, jointly and severally, unconditionally and irrevocably guaranteed the Guaranteed Obligations which such Subsidiary Guarantees shall be on a senior subordinated unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company issued the Euro Notes under an Indenture Indenture, dated as of May 13June 29, 2004 2017 (the “Indenture”), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and party thereto from time to time, The Bank of New York, a New York banking corporation London Branch, as trustee (the “Trustee”). The terms of , the Euro Notes include those stated in Paying Agent and the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuers. This Euro Note is one of the Initial Euro Original Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Original Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuers under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Euro Notes under an Indenture Indenture, dated as of May September 13, 2004 2017 (the “"Indenture”"), among PP Acquisition Corporation, the predecessor of the CompanyIssuer, the Guarantors and The party thereto from time to time, Deutsche Bank of New YorkTrust Company Americas, a New York banking corporation as trustee (the “"Trustee”). The terms of ") and collateral agent, the Euro Notes include those stated in Paying Agent, the Indenture Transfer Agent and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Euro Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Euro Notes are senior subordinated unsecured secured obligations of the CompanyIssuer. This Euro Note is one of the Initial Euro Original Notes referred to in the Indenture. The Euro Notes include the Initial Euro Original Notes and any Exchange Euro Notes issued in exchange for Initial Euro Notes pursuant to the IndentureAdditional Notes. The Initial Euro Original Notes and any Exchange Euro Notes together with the Initial Dollar Notes and the Exchange Dollar Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company Parent and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell or otherwise dispose shares of assets including capital stockstock of Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and engage in other business activitiesmake Asset Sales. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, premium, if any, or and interest on in respect of the Euro Notes and all other amounts payable by the Company Issuer under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, each of the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally and irrevocably guaranteed guarantee the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.