Common use of Indenture Clause in Contracts

Indenture. The Company issued the Notes under the Indenture dated as of March 26, 2015 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture dated as of March 26October 14, 2015 2014 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture dated as of March 26September 20, 2015 2019 (the “Indenture”) among the CompanyIssuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur IndebtednessIndebtedness (other than the Issuer), create or incur Liens and enter into sale and leaseback 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture dated as of March 26August 17, 2015 2020 (the “Indenture”) among the CompanyIssuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur IndebtednessIndebtedness (other than the Issuer), create or incur Liens and enter into sale and leaseback 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company Issuer under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued (a) Each Holder of this Note, by accepting the Notes under the Indenture dated as of March 26same, 2015 (the “Indenture”a) among the Company, the Guarantors agrees to and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture shall be bound by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, (b) authorizes and Holders are referred directs the Trustee. on' his or her behalf to take such action as may be necessary or appropriate to effectuate the Indenture for a statement of such terms. To the extent any provision provisions of this Note conflicts with and the express provisions of Indenture, and (c) appoints the Trustee as his or her attorney-in-tact for any and all such purposes. (b) Subject to certain exceptions set forth in the Indenture, the provisions Indenture or the Notes may be amended or supplemented with the written consent of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations Holders of a majority in aggregate principal amount of the Company. This Note is one Notes then outstanding, and any past Default or Event of Default or noncompliance with any provision may be waived with the written consent of the Initial Notes referred to Holders of a majority in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability aggregate principal amount of the Company and its Subsidiaries 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, incur Indebtednesscure any ambiguity, create defect or incur Liens 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 any other change that does not adversely affect the rights of any Holder of a Note. (c) If an Event of Default occurs and enter into sale is continuing, 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 leaseback transactionspayable in the manner, at the time and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is not obligated to enforce the Indenture or the 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 and interest on the Notes and all other amounts payable by the Company under Indenture) 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, which 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 currency, herein prescribed. (e) A Holder shall register the transfer of or exchange Notes when in accordance with the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges payable in connection therewith as permitted by the Indenture. The Registrar need not register the 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 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenturecontrary.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 264, 2015 2005 (the “"Indenture”) "), among the Company, the Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 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 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 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 shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26September 28, 2015 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 ), between the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are general unsecured senior obligations of the Company. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries to: Incur Additional Indebtedness, among other thingsmake Restricted Payments, incur IndebtednessLiens, create or incur Liens and make Asset Sales, enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveProyectos 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 future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26[ ], 2015 2014 (the “Indenture”) ), among the Company, the Guarantors Issuer and the Trustee. The terms of the 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 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 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 shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26November 3, 2015 2016 (the “Indenture”) ), among the CompanyIssuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an a senior unsecured senior basis basis, pursuant to the terms of the Indenture.

Indenture. The Company Obligor issued the Notes this 2013 Senior Note under the an Indenture dated as of March 26October 24, 2015 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 ), between the Company, the Guarantors Obligor and the Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the 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 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 Notes are This 2013 Senior Note is subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To In the extent event of a conflict between any provision of this 2013 Senior Note conflicts with the express provisions of and the Indenture, the provisions of the Indenture shall govern and be controllingsuch provision. The Notes are This 2013 Senior Note is a senior unsecured senior obligations obligation of the Company. This Note is Obligor of which an unlimited aggregate principal amount may be at any one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactionscertain 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26July 23, 2015 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured senior general secured obligations of the Company. This Note is one of the Initial Notes referred Issuer limited to in the Indenture$250,000,000 aggregate principal amount. The Notes include are secured as set forth in the Initial Indenture and the Collateral Documents. All Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 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 Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26December 8, 2015 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of such 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 be controlling. The Notes are senior unsecured senior obligations of the Company. This The Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and any Additional the Exchange 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 Subsidiaries toany Restricted Subsidiary to create liens, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations lease-back transactions and 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 and interest on the The Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26October 11, 2015 2013 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 264, 2015 2005 (the “"Indenture”) "), among the Company, the Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 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 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture dated as of March 26April 17, 2015 2013 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26October 11, 2015 2013 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis Obligations pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26December 21, 2015 2004 (the “Indenture”) ), among the Company, the Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA 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 terms and be controlling. The Notes are unsecured senior obligations of the Companyprovisions. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Original Notes and any 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 Notes or Additional Notes pursuant to the Indenture. The Initial 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 issuance of Additional 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 IndebtednessIndebtedness 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 other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens Liens; and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured senior a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26April 17, 2015 2013 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26February 7, 2015 2024 (the “Indenture”) ), among the CompanyIssuer, the Guarantors party thereto and the TrusteeWilmington Trust, National Association, as trustee and collateral agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms used herein are used as defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuer. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26May 2, 2015 2016 (the “Indenture”) ), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture dated as of March 2629, 2015 2021 (the “Indenture”) among the CompanyIssuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur IndebtednessIndebtedness (other than the Issuer), create or incur Liens and enter into sale and leaseback 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureAdditional Notes.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26February 7, 2015 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture indenture by reference to the TIA. Terms defined in The Indenture is not, and is not required to be, qualified under the Indenture applicable provisions of the TIA and does not incorporate by reference all provisions of the TIA. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are general unsecured senior obligations of the Company. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries to: Incur Additional Indebtedness, among other thingsmake Restricted Payments, incur IndebtednessLiens, create or incur Liens and make Asset Sales, enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveProyectos 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 future Wholly-Owned Restricted Subsidiary that becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26December 10, 2015 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Company, the Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture for a statement of such 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 be controlling. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and any 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 (ii) the Issuer and its Restricted Subsidiaries to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other thingscertain distributions, (iv) the Issuer and its Restricted Subsidiaries to consummate certain asset dispositions, (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with affiliates, (vi) the Issuer and Restricted Subsidiaries to incur Indebtedness, create or incur Liens assume certain liens and other encumbrances securing indebtedness and (vii) the Issuer to enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability 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 and interest on the The Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26August 22, 2015 2012 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26November 7, 2015 2019 (the “Indenture”) ), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Company. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are 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 and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens Liens, and enter into sale and leaseback transactionscertain Sale/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, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26May 13, 2015 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Company, the Guarantors Note Guarantors, the Law Debenture Trust Company of New York, as trustee (the “Trustee”), and the TrusteeDeutsche Bank Trust Company Americas, as Registrar and Paying Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended from time to the 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 controllingtime. The Notes are general unsecured senior obligations of the CompanyCompany of which $100,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue an unlimited principal amount of Add On Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries to, among other things, : incur Indebtedness, create or make Restricted Payments, incur Liens and Liens, make Asset Sales, enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveeach Material Domestic Subsidiary will unconditionally guarantee, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture.

Indenture. The Company Issuer issued the Notes Securities under the an Indenture dated as of March 26, 2015 [ ] (the “Indenture”) ), among the CompanyIssuer, the Guarantors party thereto and the Trustee. The terms of the Notes Securities 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 Notes Securities 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 termsterms and provisions. To the extent any provision of this Note Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes Securities are unsecured second priority senior secured obligations of the Company. This Note is one of the Initial Notes referred to in the IndentureIssuer. The Notes Securities include the Initial Notes Securities and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureSecurities. The Initial Notes Securities and any Additional Notes Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 propertyIssuer. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes Securities and all other amounts payable by the Company Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a second priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26June 5, 2015 2013 (the “Indenture”) ), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the 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 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 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Except as otherwise provided in the Indenture, the Initial Notes and any Additional Exchange 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26October 6, 2015 (the “Indenture”) 2014, among the Company, the Subsidiary Guarantors and the Trustee. The terms of the 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 amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such termsterms and provisions. To The 2024 Notes are senior unsubordinated unsecured obligations of the extent any provision Company limited initially to $800,000,000 aggregate principal amount, which amount may be increased at the option of this Note conflicts with the express provisions Company if it determines to sell Additional Notes (subject to the terms of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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, make Restricted Payments, incur Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company 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 guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsubordinated unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26October 30, 2015 2006 (the “Indenture”) ), among the CompanyIssuer, The Bank of New York (the Guarantors “Trustee”) and the Trustee. The Bank of New York (Luxembourg) S.A. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. 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 Notes are subject to all the terms and provisions of the Indentureindenture, and Holders are referred to the 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 terms and be controllingprovisions. The Notes are unsecured senior obligations of the CompanyIssuer and are issued in an initial aggregate principal amount at maturity of €125,000,000. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Original Notes and any 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, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, and enter into sale designate Restricted and leaseback transactionsUnrestricted 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26May 21, 2015 2003 (as it may be amended or supplemented from time to time in accordance with the “Indenture”) among the Companyterms thereof, the Guarantors "INDENTURE"), between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939, as amended (15 U.S.C. ss.ss. Terms defined 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the TIA for a statement of such 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 be controlling. The Notes are unsecured senior 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 Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Private Exchange Notes and Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the IndentureIndenture and the Registration Rights Agreement and the Additional Notes, if any. The Initial Notes, the Private Exchange Notes, the Exchange Notes and any the Additional Notes Notes, if any, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company 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 toand transactions with Affiliates. In addition, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The the Indenture also imposes limitations on limits the ability of the Company Issuer 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26August 25, 2015 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Company, the Guarantors Issuers and the Trustee. The terms of the 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”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such 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 be controlling. The Notes are unsecured senior obligations of the CompanyIssuers initially limited to $350,000,000, and, subject to compliance with the covenants contained in this 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 Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Additional Notes and any Additional the Exchange 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 in Mediacom LLC and its Restricted Subsidiaries, the sale or transfer of assets, investments of Mediacom LLC and its Restricted Subsidiaries toand transactions with Affiliates. In addition, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The the Indenture also imposes limitations on limits the ability of the Company Mediacom 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuers have issued the Notes under the an Indenture dated as of March 26January 29, 2015 2010 (the “Indenture”) among the CompanyIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions provi- a In the case of the Initial Notes. sions of the Indenture, and Holders are referred to the Indenture and the TIA 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 unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed guaranteed the obligations of the Company Issuers under the Notes on an unsecured a senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26November 3, 2015 2010 (the “Indenture”) ), among the CompanyIssuers, the Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 the Restricted Subsidiaries, issue or sell shares of capital stock of the Issuers and the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26April 29, 2015 2010, (the “Indenture”) ), among the Company, the Guarantors subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms 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 Notes are unsecured senior secured second lien obligations of the Company. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any Notes, Additional Notes, Exchange 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, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and 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 propertythe property of the Company. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Floating Rate Notes under the an Indenture dated as of March 26January 28, 2015 2005 (the “Indenture”) "INDENTURE"), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Floating Rate Notes are senior unsecured senior obligations of the CompanyIssuer. This Floating Rate Note is one of the Initial Exchange Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes issued in exchange for Initial Notes or Additional Floating Rate Notes pursuant to the Indenture. The Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial 2015 Notes and any Exchange 2015 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Floating Rate Notes and all other amounts payable by the Company Issuer under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26February 15, 2015 2013 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 2622, 2015 2013 (the “Indenture”) ), among the CompanyIssuers, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company MHGE Holdings and its Restricted Subsidiaries to, among other things, incur 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 shares of capital stock of MHGE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations, on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture dated as of March 26Each Holder, 2015 (the “Indenture”) among the Companyby accepting a Note, the Guarantors and the Trustee. The terms agrees to be bound by all of the Notes include those stated in the Indenture terms and those made part provisions of the Indenture by reference Indenture, as the same may be amended from time to the TIAtime. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject Issuer will furnish to all the terms any Holder of a Note upon written request and provisions without charge a copy of the Indenture, and Holders are referred to which has the Indenture for a statement of such terms. To the extent any provision text of this Note conflicts with the express provisions of the Indenturein larger type. Requests may be made to: SC International Services, the provisions of the Indenture shall govern and be controllingInc., 524 ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, Texas 76011. The Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 A-9 149 [FORM OF NOTATION ON NOTE RELATING TO GUARANTEES] SENIOR SUBORDINATED GUARANTEES (i) the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal and interest, if any, on the Notes, to the extent lawful, and the due and punctual performance of all other Obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Articles Eleven and Twelve of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth and are expressly subordinated and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor, to the extent and in the manner provided, in Articles Eleven and Twelve of the Indenture, and reference is hereby made to such Indenture for the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the precise terms of the IndentureGuarantee therein made. No past, present or future stockholder, director, officer, employee or incorporator, as such, of any of the Guarantors shall have any liability for any obligation of the Guarantors under this Guarantee or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder of a Note by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Guarantees. The Guarantees shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which the Guarantees are noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26July 16, 2015 (the “Indenture”) 2018, among the Company, the Subsidiary Guarantors and the Trustee. The terms of the 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 amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior unsubordinated unsecured senior obligations of the Company. This Note is one Company limited initially to $500,000,000 aggregate principal amount, which amount may be increased at the option of the Initial Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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, make Restricted Payments, incur Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company 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 guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsubordinated unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the Indenture dated as of March 26September 19, 2015 2023 (the “Indenture”) among the CompanyIssuers, the Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured joint and several secured senior obligations of the CompanyIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. 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 and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company Issuers under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26August 13, 2015 2012 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of the Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26August 13, 2015 2012 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26July 30, 2015 2004 (the “"Indenture”") among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA 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 senior unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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 shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed guaranteed the obligations Obligations of the Company under the Notes on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture dated as of March 26November 25, 2015 (the “Indenture”) among the Company, the Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by specific reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactionsengage in certain transactions as set forth in the Indenture. 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer and Holdings issued the Notes under the an Indenture dated as of March 26June 27, 2015 2008 (the “Indenture”) ), among the CompanyIssuer, Holdings, the Guarantors other parties signatories thereto and the Trustee. The terms of the 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 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the CompanyIssuer and Holdings. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26February 1, 2015 2008 (the “Indenture”) ), among the CompanyIssuer, the Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes Securities under the an Indenture dated as of March 26May 21, 2015 2003 (the “"Indenture”) "), among the Company, the Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 11 1/2% Second Priority Senior Secured Notes due 2010 (the "Exchange Notes"). The Notes include the Initial Notes (as defined in the Indenture) and the Exchange Notes 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 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) 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 Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture and the TIA for a statement of such those terms. To the extent any provision of Any conflict between this Note conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in governed by the Indenture. The Notes include are senior secured obligations of the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant Company limited to $202,000,000 aggregate principal amount (subject to Section 2.7 of the Indenture. The Initial Notes and any 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, to incur Indebtedness, create Liens, pay dividends on or incur Liens repurchase Capital Stock of Parent and its Affiliates, make Restrictive Payments, make investments, sell Assets, enter into sale transactions with Affiliates, limit dividends or other distributions from Restricted Subsidiaries, impair Security Interest, enter into Sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to Leaseback Transactions, engage in other businesses or merge, consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To Guarantee guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally Guaranteed guaranteed the obligations of the Company under the Indenture and the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26August 6, 2015 2025 (the “Indenture”) ), among the Company, the Subsidiary Guarantors identified therein, the Trustee and the TrusteeNotes Collateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such termsterms 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 Notes are unsecured senior secured second lien obligations of the Company. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any Additional 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, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and 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 propertythe property of the Company. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26April 16, 2015 2010 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 264, 2015 2020 (the “Indenture”) ), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Company. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are 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 and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens Liens, and enter into sale and leaseback transactionscertain Sale/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, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26September 13, 2015 2017 (the “"Indenture”) "), among the CompanyIssuer, the Guarantors party thereto from time to time, Deutsche Bank Trust Company Americas, as trustee (the "Trustee") and collateral agent, the Paying Agent, the Transfer Agent and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIARegistrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders are referred to the 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Original Notes and any 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 shares of capital stock of Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 2620, 2015 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are general unsecured senior obligations of the CompanyCompany of which $550,000,000 in aggregate principal amount will be initially issued on the Issue Date. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Company may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 : Incur Indebtedness, make Restricted Payments, create or incur Liens and Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into sale transactions with Affiliates, enter into Sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to Leaseback Transactions, or 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 guarantee the due and punctual payment of the principal of, premium and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed (and each of the existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Issuers issued the Notes under the an Indenture dated as of March 26, 2015 [•] (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors party thereto and [•], as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuers. [This Note is one of the Initial Notes referred to in the Indenture. .] The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell certain Capital Stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26October 2, 2015 2024 (the “Indenture”) ), among the CompanyIssuer, Coronado Global Resources Inc. (the “Parent 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 Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 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 for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuer, the Parent Guarantor and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Parent Guarantor and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture, the Notes Parent Guarantor’s Parent Guarantee and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on an unsecured a senior basis secured basis, pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26October 7, 2015 2004 (the “"Indenture”) "), among the CompanyIssuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 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 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. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern terms and be controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26August 27, 2015 2021 (the “Indenture”) among the Company, the Guarantors Altera Infrastructure L.P., as Parent Guarantor, any other Guarantor from time to time party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured senior secured obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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 Capital Stock of the Company’s Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors haveParent Guarantor and the Subsidiary Guarantors, if any, shall, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Company under the Notes on an unsecured a senior 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 Issuer issued the Notes under the an Indenture dated as of March 26April 29, 2015 1998 (the “"Indenture”) "), among the CompanyIssuer, the Guarantors Guaran- tors party thereto and the Trustee. This Note is one of a duly authorized issue of Initial Notes of Issuer designated as its 11% Senior Secured Notes due 2005 (the "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 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 Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the TIA for a statement of such those terms. To the extent any provision of Any conflict between this Note conflicts with the express provisions of the Indenture, the provisions of and the Indenture shall govern and will be controlling. The Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in governed by the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional 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 Notes and any Additional Notes are treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on the ability incurrence of Indebtedness by Issuer and the Company 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 Subsidiaries toRestricted Subsidiaries, among other thingsconsolidations, incur Indebtedness, create or incur Liens mergers and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability transfers 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 the assets of Issuer, and transactions with Affiliates. In addition, the Indenture limits the ability of Issuer and its propertyRestricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries. To Guarantee guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally Guaranteed guaranteed the obligations of Issuer under the Company under Indenture and the Notes on an unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26September 30, 2015 2010 (the “Indenture”) ), among the CompanyIssuer, the Guarantors named therein and the Trustee. The terms of the 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 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 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26August 13, 2015 (the “Indenture”) ), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the Trust Indenture Act 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the Company. This Note is one The Company shall be entitled to issue Additional Notes pursuant to Section 2.14 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are 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 and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens Liens, and enter into sale and leaseback transactionscertain Sale/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, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26June 10, 2015 2009 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms. To the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Parent Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26September 24, 2015 2024 (as amended, modified or supplemented from time to time, the “Indenture”) among the CompanyIssuer, the Guarantors party thereto, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such 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 be controlling. The Notes are unsecured senior obligations of the Company. [This Note is one of the Initial Original Notes referred to in the IndentureIndenture issued in an aggregate principal amount of $438,305,345. The Notes include the Initial Original Notes and any Additional Notes]. [This Note is one of the Additional Notes issued in exchange for Initial addition to the Original Notes or Additional Notes pursuant to in an aggregate principal amount of $438,305,345 previously issued under the Indenture. The Initial Original Notes and any the 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 respective Subsidiaries to, among other things, incur Indebtedness, Indebtedness and create or and incur Liens and enter into sale and leaseback transactionsLiens. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor its Subsidiaries to consolidate or merge 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 such entities. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, (i) each Collateral Guarantor has unconditionally guaranteed the Guarantors haveNotes, jointly and severally, on a senior secured basis; provided that the grant of a secured guarantee by CenturyLink Communications, LLC is subject to the receipt of certain regulatory approvals, and (ii) each Unsecured Guarantor has unconditionally Guaranteed guaranteed the obligations of the Company under the Notes Notes, jointly and severally, on an a senior unsecured senior basis basis, in each case, pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26October 2, 2015 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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.$500,000,000 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the Indenture an Indenture, dated as of March 264, 2015 2021 (the “Indenture”) ), among the Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such termsterms 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 Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any Additional 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, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and 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 propertythe property of the Company. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Company under the Indenture and the Notes on an unsecured a senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26, 2015 2003 (the “"Indenture”) "), among the CompanyIssuer, the Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA 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 terms and be controlling. The Notes are unsecured senior obligations of the Companyprovisions. This Note is one of the Initial [Original] [Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenturewould vote together on all matters. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur IndebtednessIndebtedness 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 other Restricted Payments, including Investments; enter into consensual restrictions on the payment of certain dividends and distributions by Restricted Subsidiaries; enter into or permit certain transactions with Affiliates; create or incur Liens Liens; and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured senior a subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26November 29, 2015 2016 (the “Indenture”) ), among the CompanyIssuers, the Guarantors Subsidiary Guarantors, the Trustee and the TrusteeNotes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10 1/2% Senior Subordinated Notes due 2009, Series A (herein called the "Initial Notes"). The Company issued the Notes under are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of March 26May 17, 2015 (the “Indenture”) 1999, by and among the Company, each of the guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and State Street Bank and Trust Company, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Securities and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the 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) (the "TIA. Terms defined "), as in effect on the Indenture and not defined herein have the meanings ascribed thereto in date of the Indenture. The Notwithstanding anything to the contrary herein, the Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of such terms. To No reference herein to the extent any provision Indenture and no provisions of this Note conflicts with the express provisions of the Indenture, the provisions or of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of alter or impair the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability obligation of the Company or any Guarantor, which is absolute and its Subsidiaries tounconditional, among other things, incur Indebtedness, create or incur Liens and enter 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 the due and punctual payment of pay the principal of, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 2619, 2015 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the Indenture an Indenture, dated as of March 265, 2015 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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, as amended or supplemented from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 general unsecured senior obligations of the Company. This Note is one of Subject to the Initial Notes referred to conditions set forth in the Indenture. The Notes include , the Initial Notes and any Company may issue Additional Notes issued in exchange for Initial and/or Exchange Notes. All Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are shall be treated as a single one class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Subsidiaries to, among other things, : incur Indebtedness, create or incur Liens and Liens; enter into sale Sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to Leaseback Transactions; or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Company’s assets. To Guarantee guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveSEECO, Inc., Southwestern Energy Production Company and Southwestern Energy Services Company have unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 the other Note Guarantors in respect of the obligations of each of the other Note Guarantors under their respective Note Guarantees or pursuant to their respective contribution obligations under this 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 Issuers issued the Notes under the an Indenture dated as of March 26May 28, 2015 (the “Indenture”) ), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are senior unsecured senior obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on an a senior unsecured senior basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26September 30, 2015 2010 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the 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 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 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, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26April 15, 2015 2009 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26December 5, 2015 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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. €650,000,000 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the Indenture an Indenture, dated as of March 265, 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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. €550,000,000 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Issuers issued the Notes under the Indenture dated as of March July 26, 2015 2023 (the “Indenture”) among the CompanyIssuers, the Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 unsecured joint and several secured senior obligations of the CompanyIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture). This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. 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 and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company Issuers under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26September 11, 2015 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26February 12, 2015 2025 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Company, the Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture for a statement of such 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 be controlling. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and any 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 (ii) the Issuer and its Restricted Subsidiaries to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other thingscertain distributions, (iv) the Issuer and its Restricted Subsidiaries to consummate certain asset dispositions, (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with affiliates, (vi) the Issuer and Restricted Subsidiaries to incur Indebtedness, create or incur Liens assume certain liens and other encumbrances securing indebtedness and (vii) the Issuer to enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability 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 and interest on the The Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26July 22, 2015 2002 (the “"Indenture”) "), among the Company, the Note Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the Company. This Note is one of the Initial [Original][Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Original Notes, the Additional Notes and any Additional Exchange 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, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset sales. The Indenture also imposes limitations on the ability of the Company 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 guarantee the due and punctual payment of the principal principal, interest and interest Additional Interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26February 1, 2015 2008 (the “Indenture”) ), among the CompanyIssuer, the Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26October 2, 2015 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26February 12, 2015 2009 (the “Indenture”) ), among the CompanyIssuer, the Guarantors and the Trustee. The terms of the 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 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Exchange 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26August 30, 2015 2013 (the “Indenture”) ), among the CompanyIssuer, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture and not defined herein have (the meanings ascribed thereto in the Indenture“TIA”). The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations, on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26November 24, 2015 2021 (the “Indenture”) ), among the Issuer, Open Text Corporation (the “Company”), the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrustees. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, Indenture and Holders (as defined in the Indenture) are referred to the 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 terms and be controllingprovisions. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Initial Notes referred to in the Indenture. The Original Notes include (as defined in the Initial Notes Indenture) and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens Liens, and enter into sale and leaseback transactionscertain Sale/Leaseback Transactions. 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 property. To Guarantee guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the Indenture an Indenture, dated as of March 26November 16, 2015 2004 (as it may be amended or supplemented from time to time in accordance with the “Indenture”) among the Companyterms thereof, the "Indenture"), between the Issuers, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the TIA 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 Holders are referred as amended or supplemented from time to the 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 controllingtime. The Notes are unsecured senior 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 Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Holders, the Issuers may issue Additional Notes. All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuers, the Company, the Subsidiary Note Guarantors and each Guarantor to certain Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26November 13, 2015 2001 (the “"Indenture”) "), among the CompanyIssuer, the Guarantors Trustee and the TrusteeCollateral Agent. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior subordinated 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 Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional 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 Subsidiaries to, among other things, incur IndebtednessIndebtedness or Liens, create issue or incur Liens sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, make asset dispositions, enter into certain Hedging Arrangements or sale and leaseback transactions and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by the Issuer or its 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the 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 Notes Guarantee Agreement and the Indenture, the Guarantors haveother Security Documents, jointly and severally, unconditionally Guaranteed guaranteed the obligations of the Company under the Notes Indenture Obligations on an unsecured 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 Notes under the Indenture an Indenture, dated as of March 26April 1, 2015 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26April 29, 2015 2010 (the “Indenture”) ), among the Company, the Guarantors subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA for a statement of such termsterms and provi sions. 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 unsecured senior secured second lien obligations of the Company. This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any Notes, Additional Notes, Exchange 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 Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by Subsidiaries, enter into or permit certain transactions with Affiliates and 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 propertythe property of the Company. To Guarantee guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally Guaranteed guarantee the obligations Obligations of the Company under the Indenture and the Notes on an unsecured a senior secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26February 7, 2015 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the Company, the Guarantors Issuers and the Trustee. The terms of the 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”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders of the Notes are referred to the Indenture and the TIA for a statement of such 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 be controlling. The Notes are unsecured senior obligations of the CompanyIssuers initially limited to $250,000,000, and, subject to compliance with the covenants contained in this 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 Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Additional Notes and any Additional the Exchange 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 in Mediacom LLC and its Restricted Subsidiaries, the sale or transfer of assets, investments of Mediacom LLC and its Restricted Subsidiaries toand transactions with Affiliates. In addition, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The the Indenture also imposes limitations on limits the ability of the Company Mediacom 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 and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26May 19, 2015 2011 (the “Indenture”) ), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuer. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes and any 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, each Subsidiary Guarantor has unconditionally guaranteed the Guarantors have, jointly and severally, unconditionally Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26June 22, 2015 2005 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms such terms, and provisions holders of the Indenture, and Holders Notes are referred to the Indenture and the TIA for a statement of such 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 be controlling. The Notes are senior unsecured senior obligations of the Company. This Note is one of Issuer, unconditionally and irrevocably guaranteed by the Initial Notes referred to in the IndentureGuarantor. The Notes include the Initial consist of US$250,000,000 aggregate principal amount of Original Notes and any Additional Notes that may be issued in exchange for Initial Notes or Additional Notes pursuant to under the Indenture. The Initial Original Notes and any 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 IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, make Asset Sales, enter into sale or permit Sale and leaseback transactionsLeaseback Transactions and engage in business other than a Telecommunications Business. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts. The Indenture further imposes limitations on the ability of the Company and each Guarantor Parent to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To Guarantee the due and punctual payment Property of the principal Parent. These covenants are subject to important exceptions and interest on qualifications and certain of them are subject to suspension during any period that the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms have an Investment Grade Rating from both of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureRating Agencies.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26April 1, 2015 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), among the CompanyIssuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders are referred to the Indenture for a statement of such those terms. To Each Holder, by accepting a Note, agrees to be bound by all of the extent any provision of this Note conflicts with the express terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controllingas amended or supplemented from time to time. The Notes are unsecured general senior obligations obligations, which are secured by a first priority security interest in the 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 consent of the CompanyHolders, the Issuer may issue Additional Notes. This Note is one of the Initial All Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are will be treated as a single class series of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toon, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Guarantor to its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, incur Liens, designate Unrestricted Subsidiaries, make Asset Sales, enter into transactions with Affiliates, or 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 guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally Guaranteed the such obligations of the Company under the Notes on an unsecured senior basis 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 Notes under the an Indenture dated as of March 26August 5, 2015 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) among ), between the Company, the Guarantors Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders Noteholders are referred to the Indenture for a statement of such 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 be controlling. The Notes are senior unsecured senior obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to accordance with Section 2.13 of the Indenture. The Initial Notes and any 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 (ii) the Issuer and its Restricted Subsidiaries to make certain restricted payments, (iii) the Issuer and its Restricted Subsidiaries to pay certain dividends and make other thingscertain distributions, (iv) the Issuer and its Restricted Subsidiaries to consummate certain asset dispositions, (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with affiliates, (vi) the Issuer and Restricted Subsidiaries to incur Indebtedness, create or incur Liens assume certain liens and other encumbrances securing indebtedness and (vii) the Issuer to enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability 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 and interest on the The Notes and all other amounts payable by the Company under the Indenture and the 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 Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26August 22, 2015 2012 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Parent Guarantor and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Additional Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Additional Exchange 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, incur 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture dated as Each Holder, by accepting a Note, agrees to be bound --------- by all of March 26, 2015 (the “Indenture”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, as the same may be amended from time to time. The Company will furnish to any Holder of a Note upon written request and Holders are referred to the Indenture for without charge a statement of such terms. To the extent any provision of this Note conflicts with the express provisions copy of the Indenture. Requests may be made to: Koppers Industries, the provisions of the Indenture shall govern and be controllingInc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: Chief Financial Officer. The Notes are unsecured senior obligations of the Company. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter 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 SENIOR SUBORDINATED GUARANTEE (i) the due and punctual payment of the principal of and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwiseotherwise and the due and punctual payment of interest on the overdue principal and interest, according if any, on the Notes, to the extent lawful and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the Notes extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Subsidiary Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth and are expressly subordinated and subject in right of payment to the prior payment in full in cash or Cash Equivalents of all Guarantor Senior Debt of such Subsidiary Guarantor, to the extent and in the manner provided, in Article Eleven of the Indenture, and reference is hereby made to such Indenture for the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations of the Company under the Notes on an unsecured senior basis pursuant to the precise terms of the IndentureGuarantee therein made. This Guarantee is limited under the Indenture to the extent necessary not to constitute a fraudulent conveyance. No past, present or future stockholder, officer, director, employee or incorporator, as such, of any of the Subsidiary Guarantors shall have any liability under the Guarantee by reason of such person's status as stockholder, officer, director, employee or incorporator. Each holder of a Note by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Guarantees.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26August 4, 2015 1999 (the “"Indenture”) "), among the CompanyIssuers, the Note Guarantors and the Trustee. The terms of the 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 Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture and the TIA 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 terms and be controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the CompanyIssuers limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Note is one of the Initial [Initial] [Private Exchange] Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Exchange Notes and any Additional the Private Exchange 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 Indebtedness, create or incur Liens and enter into sale consensual restrictions upon the payment of certain dividends and leaseback transactionsdistributions by such Restricted Subsidiaries, issue or sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make asset dispositions. The Indenture also imposes limitations on the ability of the Company and each Guarantor Issuers 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 Issuers. To Guarantee guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Floating Rate Notes under the an Indenture dated as of March 26January 28, 2015 2005 (the “Indenture”) "INDENTURE"), among the CompanyIssuer, the Guarantors Guarantor named therein and the Trustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIATrust Indenture Act of 1939 (15 U.S.C. ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the "T▇▇"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates 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. To terms and provisions; in the extent event of any provision of conflict between this Note conflicts with the express provisions of and the Indenture, the provisions terms of the Indenture shall govern and be controllinggovern. The Floating Rate Notes are senior unsecured senior obligations of the CompanyIssuer. This Floating Rate Note is one of the Initial Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes issued in exchange for Initial Notes or Additional Floating Rate Notes pursuant to the Indenture. The Initial Floating Rate Notes and any Additional Exchange Floating Rate Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial 2015 Notes and any Exchange 2015 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 shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest interest, on the Floating Rate Notes and all other amounts payable by the Company Issuer under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26June 29, 2015 2017 (the “Indenture”) ), among the Company, the Guarantors party thereto from time to time, The Bank of New York, London Branch, as trustee (the “Trustee”), the Paying Agent and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIARegistrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders are referred to the 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 terms and be controllingprovisions. The Notes are unsecured senior secured obligations of the CompanyIssuers. This Note is one of the Initial Original Notes referred to in the Indenture. The Notes include the Initial Original Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Original Notes and any 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 shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guarantee the Guaranteed the obligations of the Company under the Notes Obligations on an a senior unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the an Indenture dated as of March 26January 28, 2015 2020 (the “Indenture”) ), among the Company, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured second-priority senior secured obligations of the CompanyIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes and any 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, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 26February 2, 2015 2026 (as amended and/or supplemented from time to time, the “Indenture”) ), among the CompanyIssuer, the Guarantors party thereto from time to time, the Trustee and U.S. Bank Trust Company, National Association, as Collateral Agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders the holders (as defined in the Indenture) are referred to the Indenture for a statement of such termsterms and provisions. To If and to the extent that any provision of this Note the Notes limits, qualifies or conflicts with the express provisions a provision of the Indenture, the provisions such provision of the Indenture shall govern and be controllingcontrol. The Notes are unsecured senior secured obligations of the CompanyIssuer. This Note is one of the Initial [Initial][Additional] Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the IndentureNotes. The Indenture imposes certain limitations on the ability of the Company Issuer and its Restricted Subsidiaries to, among other things, incur make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and enter into sale and leaseback transactionsmake 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 guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the obligations terms of the Company under Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Notes Guaranteed Obligations on an unsecured a senior basis secured basis, pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under the Indenture dated as of March 26October 15, 2015 2025 (the “Indenture”) among the Company, the Guarantors Issuers and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the TIAIndenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the 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 On and after the Issue Date, for so long as the Notes are maintain the Requisite Investment Grade Rating (as defined in the Indenture), the Notes will not be guaranteed by any of the Company’s subsidiaries and will solely be the senior unsecured obligations of the Issuers. Following any Reversion Date (as defined in the Indenture), the Notes will be joint and several secured senior obligations of the CompanyIssuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any 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 Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company each Issuer and each Guarantor (if any) to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Following any Reversion Date, to Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors havewill, jointly and severally, unconditionally Guaranteed Guarantee the obligations of the Company Issuers under the Notes on an unsecured a senior secured basis pursuant to the terms of the Indenture.