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 Dollar Notes under the an Indenture dated as of March 26May 13, 2015 2004 (the “Indenture”) ), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 Dollar Notes are senior subordinated unsecured senior obligations of the Company. This Dollar Note is one of the Initial Exchange Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Additional Exchange Dollar Notes issued in exchange for Initial Notes or Additional Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Additional Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee guarantee the due and punctual payment of the principal and of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably 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 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 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 [Signature Page to Indenture] 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 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 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. [Signature page - Sensata Technologies, Inc. Indenture] 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 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 xx Xxxxx del Noroeste, S.A. de C.V., Xxxxx Beta del Centro, S.A. de C.V., Xxxxx Beta del Norte, S.A. de C.V., Xxxxx 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 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 issued the Dollar Notes under the an Indenture dated as of March 26May 13, 2015 2004 (the “Indenture”) ), among PP Acquisition Corporation, the predecessor of the Company, the Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 terms and provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Dollar Notes are senior subordinated unsecured senior obligations of the Company. This Dollar Note is one of the Initial Dollar Notes referred to in the Indenture. The Dollar Notes include the Initial Dollar Notes and any Additional Exchange Dollar Notes issued in exchange for Initial Notes or Additional Dollar Notes pursuant to the Indenture. The Initial Dollar Notes and any Additional Exchange Dollar Notes together with the Initial Euro Notes and any Exchange Euro Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee guarantee the due and punctual payment of the principal and of, if any, or interest on in respect of the Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar Notes and the Indenture, each of the Guarantors have, jointly and severally, unconditionally and irrevocably 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 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 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 a duly authorized issue of Notes of the Initial Company, designated as its 4.875% Senior Notes referred to in due 2021 (herein called the Indenture. The Notes include the Initial Notes and “Notes,” which expression includes any Additional Notes additional notes issued in exchange for Initial Notes or Additional Notes pursuant to Section 2.18 of the Indenture (as hereinafter defined)), issued and to be issued under an indenture, dated as of January 14, 2011 (herein called the “Indenture”), among X’XXXXXX AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), THE SUBSIDIARY GUARANTORS listed on the signature pages to the Indenture and UMB Bank, N.A., as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, to create or incur Liens or engage in Sale and enter into sale and leaseback transactionsLeaseback Transactions, in each case, subject to some exceptions as set forth in the Indenture. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge, consolidate or merge amalgamate with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of the Company in any one transaction or series of related transactions, in each case, subject to some exceptions as set forth in the Indenture. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To Guarantee the due and punctual payment of extent that there is any inconsistency between the principal 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 summary provisions set forth in the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations provisions of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureIndenture shall govern.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26January 12, 2015 2007 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Holdings 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 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 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 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 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 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 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. This Note is one of a duly authorized issue of Notes of the Company designated as its 15% Senior Pay-In-Kind Notes due 2010 (the "Notes"). The Company issued the Notes under are limited (except as otherwise provided in the Indenture referred to below) to an aggregate principal amount of $36,500,000 and such additional amount of Notes as may be paid as interest pursuant to Section 3.01 of the Indenture (as defined) and the terms hereof, which may be issued under an indenture (herein called the "Indenture") dated as of March 26October [ ], 2015 2001, by and between the Company and the purchasers named therein, as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”) among ), 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 Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms used in this Note that 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. xx.xx. 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 the extent any provision of this Note conflicts with the express provisions Except as provided in Section 13.09 of the Indenture, no reference herein to the Indenture and no provisions of this Note or of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations alter or impair the obligation of the Company. This Note , which is one of the Initial Notes referred absolute and unconditional, 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 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 issued the Euro Notes under the an Indenture dated as of March 26June 9, 2015 (the “Indenture”) ), among the Company, the Guarantors Company and the Trustee. 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 Euro 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 Euro 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 Euro Notes are unsecured senior unsecured, unsubordinated obligations of the Company. [This Note is one of the Initial Euro Notes referred to in the Indenture. Indenture.]6 The Notes include the Initial Euro Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureEuro Notes. The Initial Euro Notes and any Additional Euro Notes are may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without 6 For Initial Notes. limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Euro Notes are not fungible with the Initial Euro Notes for U.S. federal income tax purposes, the Additional Euro Notes will have a separate CUSIP number, ISIN and/or Common Code, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the 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, 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 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 The Guarantors have, jointly and severally, unconditionally Guaranteed the obligations (including each Wholly Owned Restricted Subsidiary of the Company under that is not an Excluded Subsidiary and that is required to guarantee the Notes on an unsecured senior basis Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26February 11, 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 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 time. Subject to the conditions set forth in the Indenture for a statement of such terms. To and without the extent any provision of this Note conflicts with the express provisions consent of the IndentureHolders, the provisions of the Indenture shall govern and Company may issue Additional Notes. All Notes will 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 on, among other things, the ability of the Company and its Restricted Subsidiaries to: Incur 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 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 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 haveConstar, Inc., BFF Inc., DT, Inc., Constar International U.K. Limited and Constar Foreign Holdings, Inc. have unconditionally guaranteed (and certain future Domestic Restricted Subsidiaries 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 or fraudulent transfer under federal or state law.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26August 25, 2015 2014 (the “Indenture”) ), among the Company, the Guarantors Company and the Trustee. 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 unsecured, unsubordinated obligations of the CompanyCompany (except to the extent the Issue Date occurs before the Completion Date, in which case the Notes will be secured by Liens on the Escrow Collateral as of the Issue Date, as and to the extent set forth in the Escrow Agreement). 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 may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the 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, 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 Prior to the due and punctual payment Completion Date, the Notes will not be guaranteed by any of the principal and interest on Company’s subsidiaries. Following 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 IndentureCompletion Date, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations (including each Wholly Owned Restricted Subsidiary of the Company under that is not an Excluded Subsidiary and that is required to guarantee the Notes on an unsecured senior basis Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations 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.

Indenture. The Company Issuer issued the Notes under the Indenture an Indenture, dated as of March 2628, 2015 2012 (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.$[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the 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 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 Guarantors haveCEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and severally, unconditionally 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 an Indenture dated as of March 26July 12, 2015 2017 (the “Indenture”) ), among the Company, the Guarantors Issuers 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 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 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 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, any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guarantors have, jointly and severally, unconditionally 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 issued the Notes under the an Indenture dated as of March 26April 16, 2015 2013 (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 Restricted Subsidiaries to, among other things, incur Indebtedness, create or incur Liens and Liens, enter into sale and leaseback transactionscertain Sale/Leaseback Transactions and, under certain circumstances, make certain Restricted Payments. 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 and 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 Subsidiary 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26December 23, 2015 2020 (the “Indenture”) ), among the Company, the Guarantors Initial Guarantors, the Trustee and Xxxxx Fargo Bank, National Association, as collateral agent (the Trustee“Notes 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 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 will be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Company and its the 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, 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 The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the due and punctual payment Guaranteed Obligations pursuant to Section 4.11 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 Indenture) 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 severally guarantee the 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 26November 24, 2015 2021 (the “Indenture”) ), among the Company, 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 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 Company. This Note is one The Company 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 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 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 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, 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 26July 1, 2015 2008 (the “Indenture”) ), among the CompanyIssuer, the Guarantors Holdings, Intelsat Bermuda 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 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 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 the Notes under the an Indenture dated as of March 2616, 2015 2005 ("Indenture"), between the “Indenture”) among the Company, the Guarantors Company 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "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 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 general unsecured senior obligations of the Company. This Note is one of the Initial Exchange Notes referred to in the Indenture. The Notes include the Additional Notes, the Initial Notes and any Additional Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the IndentureNotes. The Initial Notes, the Exchange Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the issuance of debt and redeemable stock by the Company; the issuance of debt and preferred stock by the Subsidiaries of the Company; the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations by the Company and its Subsidiaries; the incurrence by the Company and its Subsidiaries of Liens on its property and assets; the sale or transfer of assets and Subsidiary stock by the Company and its Subsidiaries; and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens to restrict distributions 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 Indenturedividends from Subsidiaries.

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 issued the Notes under the an Indenture dated as of March 26December 22, 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. 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 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 Company. 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 and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee guarantee the due and punctual payment of the principal and of, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably 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 26May 10, 2015 2021 (the “Indenture”) ), among the Company, the Subsidiary Guarantors from time to time party thereto and the Trustee. The terms of the Notes include those are stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms 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 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 senior unsecured senior obligations of the Company. This Note is one The Company shall be entitled, subject to its compliance with Section 4.03 of the Initial Indenture, to issue Additional Notes referred pursuant to in Section 2.13 of the Indenture. The Notes include issued on the Initial Notes Issue Date 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 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 guarantee the due and punctual payment of the principal of, 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 Subsidiary Guarantors have, have jointly and severally, irrevocably and unconditionally guaranteed the Subsidiary 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 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 Indenture an Indenture, dated as of March 2617, 2015 1998 (the “"Indenture”) "), among the Company, Consumers U.S., Inc. (the Guarantors "Parent") and the Trustee. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Initial Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and the Exchange Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. 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. Code Sections 77aaa-77bbbb) (the "TIA"). Terms defined in Notwithstanding anything to the Indenture and not defined herein have contrary herein, the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and said 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 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 Indenturethem. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toRestricted Subsidiaries, among other things, incur to Incur additional Indebtedness, create or incur Liens Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, pay dividends and other distributions, enter into sale or permit certain transactions with Affiliates and leaseback transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of 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 Property of the Company under or any Restricted Subsidiary to any other Person and on the Notes on an unsecured senior basis pursuant ability of the Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the terms of the IndentureTrustee on compliance with such limitations.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 2617, 2015 1998 (the “"Indenture”) "), among the Company, Consumers U.S., Inc. (the Guarantors "Parent") and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 9 7/8% Senior Notes due 2008 (the "Exchange Notes"). The Notes are limited in aggregate principal amount to $50,000,000. The Notes include the Initial Notes and the Exchange Notes, as defined below, issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. 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. Code Sections 77aaa-77bbbb) (the "TIA"). Terms defined in Notwithstanding anything to the Indenture and not defined herein have contrary herein, the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenturesuch terms, and Holders of Notes are referred to the Indenture and said 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 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 Indenturethem. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toRestricted Subsidiaries, among other things, incur to Incur additional Indebtedness, create or incur Liens Liens, make certain dividend payments, distributions, Investments and other Restricted Payments, enter into sale or permit certain transactions with Affiliates and leaseback transactionsmake Asset Sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or permit any other Person to merge with or into the Company or a Restricted Subsidiary, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of 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 Property of the Company under or any Restricted Subsidiary to any other Person and on the Notes on an unsecured senior basis pursuant ability of the Company's Restricted Subsidiaries to issue Capital Stock. Such limitations are subject to a number of important qualifications and exceptions. The Company must annually report to the terms of the IndentureTrustee on compliance with such limitations.

Indenture. The Company issued the Notes under the Indenture Amended and Restated Indenture, dated as of March 2610, 2015 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”) ), between the Company and the Trustee and the Second Supplemental Indenture, dated as of June 18, 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture”), applicable to the Notes among the Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture applicable to the Notes and the Supplemental 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, the Supplemental Indenture and the TIA for a statement of such those terms. To the extent any provision of this Note conflicts with the express provisions Each Holder, by accepting a Note, agrees to be bound by all of the Indenture, the terms and provisions of the Indenture shall govern as applicable to the Notes and be controllingthe Supplemental Indenture, as amended or supplemented from time to time. The Notes are general unsecured senior obligations of the Company. This Note is one Subject to the conditions set forth in the Indenture and the Supplemental 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 Supplemental Indenture. The Supplemental Indenture imposes certain limitations on, among other things, the ability of the Company and the Company’s Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, make Asset Sales, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the Company’s and its Restricted Subsidiaries’ assets and the Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens to 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 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 as applicable to the Notes, the Supplemental Indentures 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 Supplemental Indenture, the certain Note Guarantors have, 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 Supplemental Indenture. Each Note Guarantee will be subject to release as provided in the Supplemental 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 or fraudulent transfer under federal or state law.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26May 25, 2015 2012 (the “Indenture”) ), among the Company, the Guarantors Note Guarantors, 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 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 Company. 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 the 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 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 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 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 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 issued the Notes under the an Indenture dated as of March 26January 23, 2015 2003 (the “"Indenture”) "), among the Company, the Note Guarantors (as defined in the Indenture) 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 controllingprovisions. The Notes are senior subordinated unsecured senior obligations of the Company. This Note is one of the Initial [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Initial Original Notes, the Additional Notes and any Additional Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Original Notes, the Additional 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 and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, create enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or incur Liens sell shares of capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, sell assets and enter into sale and leaseback transactionsnew lines of business. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To Guarantee 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 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 basis subordinated pursuant to the terms of the Indenture.

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 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 issued the Notes under the Indenture an Indenture, dated as of March 26September 28, 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 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 xx Xxxxx del Noroeste, S.A. de C.V., Xxxxx Beta del Centro, S.A. de C.V., Xxxxx Beta del Norte, S.A. de C.V., Xxxxx 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 issued the Notes under the an Indenture dated as of March 26July 5, 2015 2017 (the “Indenture”) among ), between the Company, the Guarantors Company 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 amended (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 Restricted 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 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 and 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 Subsidiary 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 basis pursuant to the terms of the Indenture. To the extent any provision of this Note conflicts with the express provision of the Indenture, the provisions of the Indenture shall govern and be controlling.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26October 9, 2015 2012 (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 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 issued the Notes under the Indenture an Indenture, dated as of March 26February 2, 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 Guarantors Company 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, as amended or supplemented from time to time. In the provisions event there is an inconsistency between the terms of the Indenture and this Note, the terms of the Indenture shall govern and be controllinggovern. 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 Notes are not, and will not be, entitled to the benefit of any mandatory sinking fund. 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 to incur Liens and enter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Guarantor to 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 Empresa Administradora Chungar S.A.C. and Empresa Administradora Cerro S.A.C. (the due “Subsidiary Guarantors”) have unconditionally guaranteed the full 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 acceleration, by redemption or otherwise, according to the terms of the Notes and 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 shall, the Guarantors have, jointly after giving effect to all other contingent and severally, unconditionally Guaranteed 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 the Company such other Subsidiary Guarantor under the Notes on an unsecured senior basis its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the terms obligations of the Indenturesuch Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar transfer under applicable law and not violating applicable corporate benefit, financial assistance, thin capitalization or similar laws.

Indenture. The Company issued the Notes under the Indenture dated as of March 26April 27, 2015 2006 (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 unsecured senior subordinated 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 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, 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 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 unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26September 29, 2015 (the “Indenture”) 2015, 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 in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. 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 $400,000,000 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 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 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 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 A‑5 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 an Indenture dated as of March November 26, 2015 2010 (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 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 general 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 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 and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee guarantee the due and punctual payment of the principal and of, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably 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 an Indenture dated as of March 26[ ], 2015 200 (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 Indenturesuch terms, 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 subordinated secured Obligations of the CompanyCompany having an initial aggregate principal amount of $[ ,000,000]. This Note is one Subject to the conditions set forth in the Indenture and without the consent of the Initial Notes referred to in Holders, the Indenture. The Notes include the Initial Notes and any Company may issue Additional Notes issued in exchange for Initial an aggregate principal amount not to exceed $[ ,000,000]. All 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 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 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 have, jointly J. Crew Intermediate LLC and severally, unconditionally Guaranteed the obligations certain Subsidiaries of the Company under the Notes on an unsecured senior basis have unconditionally guaranteed such obligations pursuant to the terms of the Indenture. The Note Guarantees will be subject to release as provided in the Indenture. The obligations of any 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 Guarantor and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Indenture, result in the obligations of such 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 26February 18, 2015 2020 (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 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 issued the Notes under the an Indenture dated as of March 26December 22, 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. 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 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 Company. 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 and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, sell or otherwise dispose of assets including capital stock, enter into or permit certain transactions with Affiliates, create or incur Liens and enter into sale and leaseback transactionsengage in other business activities. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To Guarantee guarantee the due and punctual payment of the principal and of, if any, or interest on in respect of 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, each of the Guarantors have, jointly and severally, unconditionally and irrevocably 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. This Note is one of a duly authorized issue of Notes of the Company designated as its 14% Senior Notes due 2010, 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 $300,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of March 26February 23, 2015 2000, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”) among ), 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 Guarantors Trustee 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 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 and the Unrestricted Notes, including the Exchange 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. (S)(S) 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 alter or impair the obligation of the Company. This Note , which is one of the Initial Notes referred absolute and unconditional, 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 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 issued the Notes under the Indenture dated as of March 26April 27, 2015 2006 (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 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 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, 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 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 unsecured senior basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Dollar Notes under the an Indenture dated as of March 26November 5, 2015 2010 (the “Indenture”) ), among the Company, the Note Guarantors and the Trustee. The terms of the Dollar Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Dollar 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 termsterms and provisions. To Prior to the extent any provision of this Note conflicts with Springing Lien Trigger Date, the express provisions Dollar Notes are senior unsecured obligations of the IndentureCompany. Following the Springing Lien Trigger Date, the provisions of the Indenture shall govern and Dollar Notes will be controlling. The Notes are unsecured senior secured obligations of the Company. This Dollar 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 Dollar Notes (including any Exchange Notes issued in exchange therefor) and the Euro Notes issued under the Indenture (including any Additional Exchange Notes issued in exchange therefor) are separate series of Notes but will be treated as a single class of securities under the Indenture, except as otherwise stated therein. The Indenture imposes certain limitations on the ability of the Company 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 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 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 Dollar Notes and all other amounts payable by the Company under the Indenture and the Dollar Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Dollar 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. This Note is one of a duly authorized issue of Notes of the Company designated as its 13 1/2% Senior Discount Notes due 2008, 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 at maturity to $290,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of March 26May 5, 2015 1998, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”) among ), 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 Guarantors Trustee 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 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 and the Unrestricted Notes, including the Exchange 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 alter or impair the obligation of the Company. This Note , which is one of the Initial Notes referred absolute and unconditional, 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 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 an Indenture dated as of March 26, 2015 the Issue Date (the “Indenture”) ), among the CompanyCott Corporation, the Issuer, the other 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 Company, the Issuer and its their 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 Company, 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 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 Issuer issued the Notes under the an Indenture dated as of March 26December 1, 2015 2020 (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 on a senior unsecured basis 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 issued the Notes under the Indenture an Indenture, dated as of March 26May o, 2015 2004 (as it may be amended or supplemented from time to time in accordance with the “terms thereof, the "Indenture”) "), among the Company, the Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. 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 Capitalized terms used but 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 senior unsecured senior obligations of the Company. This Note is one Company and have the benefit of an irrevocable and unconditional guarantee of the Initial Notes referred Guarantor. Subject to the conditions set forth in the IndentureIndenture and without the consent of the Holders, the Company may issue Add On Notes. The All 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 of this series will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on on, among other things, (i) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (ii) 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 transfer, lease or convey, transfer or lease convey all or substantially all of its property. To Guarantee the due and punctual payment of Company's or 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 IndentureGuarantor's respective assets unless certain conditions are satisfied.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26April 28, 2015 2017, (the “Indenture”) ), among the Company, the Guarantors subsidiaries of the Company (other than Immaterial Subsidiaries), 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 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 issued the Notes under the an Indenture dated as of March 26May 25, 2015 2012 (the “Indenture”) ), among the Company, the Guarantors Note Guarantors, 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 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 Company. 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 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 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 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 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 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 issued the Notes under the an Indenture dated as of March 26February 18, 2015 2020 (the “Indenture”) ), among 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 Company. This Note is one The Company 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 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 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 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 26January 16, 2015 2008 (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 Issuer issued the Notes under the an Indenture dated as of March 26July 13, 2015 2020 (the “Indenture”) ), among the Issuer, Alcoa Corporation (the “Company”), a Delaware corporation, 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 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, 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 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 Notes include the Initial Original 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 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 certain of their subsidiaries to, among other things, incur Indebtedness, create or incur Liens liens on certain assets to secure debt and enter into certain sale and 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 their 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, jointly and severally, have 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. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26September 14, 2015 2016, (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 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. This Note is one of a duly authorized issue of Notes of the Company designated as its 131/2% Senior Discount Notes due 2008, Series B (herein called the "Exchange Notes"). The Company issued the Notes under are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $290,000,000, which may be issued under an indenture (herein called the "Indenture") dated as of March 26May 5, 2015 1998, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “"Trustee," which term includes any successor Trustee under the Indenture”) among ), 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 Guarantors Trustee 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 and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes, including the Exchange 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 alter or impair the obligation of the Company. This Note , which is one of the Initial Notes referred absolute and unconditional, 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 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 issued the Notes under the Indenture an Indenture, dated as of March 26November 16, 2015 2018, (the “Indenture”) ), among the Company, the Guarantors Xxxx TV 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 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 issued the Notes under the Indenture an Indenture, dated as of March 26June 14, 2015 2016, (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 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 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 a duly authorized issue of Securities of the Initial Company, designated as its 5.50% Senior Notes referred Due 2015 (herein called the "NOTES," which expression includes any further notes issued pursuant to in Section 1.04(b) of the Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant Reference is hereby made to the IndentureIndenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, to create or incur Liens and enter into sale and leaseback transactionssecuring Debt upon, or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge or consolidate or merge with or into any other Person person or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its propertyassets substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To Guarantee the due and punctual payment of extent that there is any inconsistency between the principal 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 summary provisions set forth in the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations provisions of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureIndenture shall govern.

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 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 limita- a In the case of the Initial Notes. tions on the ability of the Company Issuers and its their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, 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 have issued the Notes under the Indenture an Indenture, dated as of March January 26, 2015 2011 (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 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. a In the case of the Initial Notes. 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 issued the Notes under the an Indenture dated as of March 2627, 2015 (the “Indenture”) among ), between the Company, the Guarantors Company 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, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (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 Restricted 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 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 and 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 Subsidiary 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26July 5, 2015 2017 (the “Indenture”) among ), between the Company, the Guarantors Company 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 amended (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 Restricted Subsidiaries to, among other things, incur Indebtedness, create or incur 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 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 and 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 Subsidiary 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 basis pursuant to the terms of the Indenture. To the extent any provision of this Note conflicts with the express provision of the Indenture, the provisions of the Indenture shall govern and be controlling.

Indenture. The Company issued This is one of the Notes issued by the Co-Issuers under the an Indenture dated as of March 26August 12, 2015 2005 (the “Indenture”) ), among the CompanyCo-Issuers, the Guarantors guarantors parties thereto and the Trustee. The terms of the Notes this Note 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 “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 Indenturesuch terms, and Holders Noteholders are referred to the Indenture and the 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 general 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 IndentureCo-Issuers. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Company and its Restricted Subsidiaries, investments, the payment of dividends and other distributions and acquisitions or retirements of the Capital Stock of the Company and its Subsidiaries Restricted Subsidiaries, certain repayments, purchases or redemptions of Subordinated Indebtedness, the sale or transfer of assets and Subsidiary stock, transactions with Affiliates, and the ability of the Co-Issuers to merge with or into or, in the case of the Company and its Restricted Subsidiaries, sell all or substantially all of its assets to, among other thingsanother entity. In addition, 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 and each Guarantor the Restricted Subsidiaries to consolidate or merge with or into any other Person or conveyrestrict distributions and dividends from Restricted Subsidiaries and requires the Co-Issuers, transfer or lease all or substantially all under certain circumstances, to offer to purchase Notes. The limitations are subject to a number of its property. To Guarantee the due important qualifications 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 Indentureexceptions.

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 [Exchange] [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 the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Original 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 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, 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 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 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, jointly and severally, unconditionally guaranteed the Guaranteed the obligations of the Company under the Notes Obligations on an unsecured a senior basis subordinated pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26April 7, 2015 1999 (the “"Indenture”) "), among the Company, each of the Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 1/2% Senior Subordinated Notes due 2009, Series A (the "Initial Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $250,000,000, which may be issued under the Indenture; provided the principal amount of Initial Notes issued on the Issue Date will not exceed $125,000,000. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement or, with respect to Initial Notes issued under the Indenture subsequent to the Issue Date, a registration rights agreement similar to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise defined herein. 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. ss.sx. 00aaa-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 such terms, and Holders of Notes are referred to the Indenture and the TIA for a statement of them. The Notes are general unsecured obligations of the Company limited in aggregate principal amount to $250,000,000. Under Article Eleven of the Indenture the payment on each Note is guaranteed on a senior subordinated basis by the Guarantors. Each Holder, by accepting a Note, agrees to be bound by all of 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 may be due and payable, whether at maturity, by acceleration or otherwise, according amended from time 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 Indenturetime.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26May 31, 2015 2016 (the “Indenture”) ), among 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 Company. This Note is one The Company 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 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 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 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 26May 17, 2015 2018 (the “Indenture”) ), among the Issuer, Alcoa Corporation (the “Company”), a Delaware corporation, 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 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, 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 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 Notes include the Initial Original 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 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 certain of their subsidiaries to, among other things, incur Indebtedness, create or incur Liens liens on certain assets to secure debt and enter into certain sale and 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 their 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, jointly and severally, have 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. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. The This Note is one of a duly authorized issue of securities of the Company designated as its 6.00% Senior Notes due 2021 (herein called the “Notes”), issued under an indenture (herein called the Notes “Base Indenture”) dated as of July 20, 2007, between the Company and HSBC BANK USA, National Association, as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as supplemented by the Fourth Supplemental Indenture dated as of March November 26, 2015 2012 between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among 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 Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of an initial issuance of $850,000,000 and any Additional Notes issued in accordance with the Indenture. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms 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. §§ 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. No reference herein to the Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note at the times, place, and rate, and in the coin or currency, herein prescribed. To the extent any provision that the provisions of this Note conflicts conflict with the express provisions any provision 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 issued Unless the Notes certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture dated as or be valid for any purpose. This Note constitutes an obligation of March 26, 2015 (the “Indenture”) among the Company, the Guarantors and the TrusteeIssuer. The terms Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Notes include those stated Issuer, including Bay View Transaction Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting 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 Receivables, all as more specifically set forth in the Indenture. In addition to the Class A-3 Notes, the Issuer has also issued Class A-1 Notes, Class A-2 Notes, Class A-4 Notes and Class I Notes. The Notes Indenture provides for certain amounts to be deposited into the Spread Account. In the event amounts available for withdrawal from the Spread Account are subject insufficient to all make payments relating to this Note and the terms other notes issued by the Issuer, the Indenture Trustee will draw on the Policy to pay such deficiency to the extent provided therein. In furtherance of and provisions in limitation of the Indentureforegoing, and Holders are referred the Noteholder, by its acceptance of this Note, specifically acknowledges that it has no right to or interest in any monies at any time held pursuant to the Indenture for a statement Spread Account Agreement prior to the release of such termsmonies pursuant to the Spread Account Agreement, such monies being held in trust for the benefit of the Secured Parties (as defined therein). To The Indenture permits, with certain exceptions therein provided, the extent amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholder under the Indenture at any provision time by the Issuer and the Indenture Trustee with the consent of the Insurer and the Noteholder. Any such consent by the holder of this Note conflicts with shall be conclusive and binding on the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are unsecured senior obligations of the CompanyNoteholder. This Note is one transferable solely in accordance with Section 2.04 of the Initial Notes referred to in the Indenture. The Notes include obligations and responsibilities to the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all amounts required to be paid to it pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a single class of securities under price not to be less than the price specified in the Indenture. The Indenture imposes certain limitations on the ability , and such sale of the Company Receivables 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 property may effect early retirement 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 propertyNote. To Guarantee the due and punctual payment Although this Note summarizes certain provisions of the principal and interest on the Notes and all other amounts payable by the Company under Indenture, this Note does not purport to summarize the Indenture and reference is made to the Notes when Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and as duties evidenced hereby and the same shall be due rights, duties and payable, whether at maturity, by acceleration obligations of the Indenture Trustee. In the event of any inconsistency or otherwise, according to conflict between the terms of the Notes this Note 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, the terms of the Indenture shall control. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26August 4, 2015 2020 (herein called the “Indenture”) among 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 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 general 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 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 and its Restricted Subsidiaries to, among other things, incur Indebtednessmake certain Investments and other Restricted Payments, pay dividends and other distributions and create or incur Liens and enter into sale and leaseback transactionsLiens. 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. 1 To Guarantee be February 15, 2021 for the Initial Notes. To guarantee the due and punctual payment of the principal of, 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 guaranteed, on a senior unsecured basis, 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 an Indenture dated as of March 26February 21, 2015 (the “Indenture”) 2017, 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 $1,000,000,000 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, incur Indebtedness, create or incur Liens Indebtedness and enter into sale and leaseback transactionsmake Asset Dispositions. 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 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 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 issued the Notes under the Indenture an Indenture, dated as of March 26[•], 2015 (the “Indenture”) 20[•], among the Company, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Company shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the TrusteeIndenture. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the TIA. Terms defined in Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and not defined herein have the meanings ascribed thereto in provisions of the IndentureTrust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The Notes of this series are subject to all the terms and provisions of the Indenturesuch terms, and Holders 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 IndentureIndenture and those other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are unsecured senior obligations in registered form without coupons in denominations of the Company$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Initial Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Notes include Registrar and 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 Trustee may require a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries toHolder, among other things, incur Indebtedness, create to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or incur Liens and enter into sale and leaseback transactionspermitted by the Indenture. The Indenture also imposes limitations on Registrar shall not be required to register the ability transfer of the Company and each Guarantor or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all Article 3 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, except the Guarantors haveunredeemed portion of any such Note being redeemed in part, jointly or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other date determined for the payment of interest), and severallyending on such mailing date or Interest Payment Date, unconditionally Guaranteed as the obligations of the Company under the Notes on an unsecured senior basis pursuant to the terms of the Indenturecase may be.

Indenture. The Company issued the Notes 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 Initial Notes of the Company designated as its 11 1/2% Second Priority Senior Secured Notes due 2010 (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 Notes 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. ss. 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 distribution 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 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 issued the Notes under the an Indenture dated as of March 26February 6, 2015 2024 (the “Indenture”) ), among the Company, the Subsidiary Guarantors party thereto from time to time, 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 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 the 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 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 may, at the Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries 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 Company 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 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 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 any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Company under Indenture will unconditionally guarantee the Notes on an unsecured senior basis Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under the an Indenture dated as of March 26January 4, 2015 2021 (the “Indenture”) ), among the CompanyIssuer, the Guarantors party thereto and Wilmington Trust, National Association, 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 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 issued the Notes under the an Indenture dated as of March 26February 29, 2015 2024 (the “Indenture”) ), among the CompanyCompany the Trustee and GLAS Trust Company LLC, as collateral agent (the Guarantors and “Notes 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 Company. This Note is one of the Initial [Initial] [PIK] 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 IndenturePIK Notes. The Initial Notes and any Additional PIK Notes are will, at the Company’s option, be treated as a single class of securities for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the IndenturePIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the 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 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 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 The Guarantors have, jointly and severally, unconditionally Guaranteed the obligations (including each Wholly Owned Subsidiary of the Company under that is required to guarantee the Notes on an unsecured senior basis Guaranteed Obligations pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations 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 issued the Notes under the an Indenture dated as of March 2616, 2015 2005 ("Indenture"), between the “Indenture”) among the Company, the Guarantors Company 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. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the "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 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 general 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 that may be issued under the Indenture and any Additional Exchange Notes issued in exchange for Initial Notes or Notes]. [This Note is one of the Additional Notes pursuant to the IndentureNotes. The Notes include such Additional Notes, the Initial Notes and any Exchange Notes issued in exchange for Initial Notes.] The Initial Notes, the Exchange Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on, among other things: the issuance of debt and redeemable stock by the Company; the issuance of debt and preferred stock by the Subsidiaries of the Company; the payment of dividends and other distributions and acquisitions or retirements of the Company's Capital Stock and Subordinated Obligations by the Company and its Subsidiaries; the incurrence by the Company and its Subsidiaries of Liens on its property and assets; the sale or transfer of assets and Subsidiary stock by the Company and its Subsidiaries; and transactions with Affiliates. In addition, the Indenture limits the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, create or incur Liens to restrict distributions 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 Indenturedividends from Subsidiaries.

Indenture. The Company issued the Notes under the Indenture an Indenture, dated as of March 26November 9, 2015 2021, (the “Indenture”) ), among the Company, the Guarantors Xxxx TV 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 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 a duly authorized issue of Securities of the Initial Company, designated as its 5.00% Senior Notes referred Due 2010 (herein called the "NOTES," which expression includes any further notes issued pursuant to in Section 1.04(b) of the Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an indenture, dated as of September 12, 2005 (herein called the "BASE INDENTURE"), as supplemented by a supplemental indenture, dated as of September 12, 2005 (the "SUPPLEMENTAL INDENTURE," and together with the Base Indenture, the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and its successors and assigns under the Indenture, being herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant Reference is hereby made to the IndentureIndenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, to create or incur Liens and enter into sale and leaseback transactionssecuring Debt upon, or to dispose of, shares of Capital Stock of its Significant Subsidiaries. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge or consolidate or merge with or into any other Person person or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its propertyassets substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To Guarantee the due and punctual payment of extent that there is any inconsistency between the principal 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 summary provisions set forth in the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations provisions of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureIndenture shall govern.

Indenture. The Company issued the Notes under the an Indenture dated as of March 2627, 2015 (the “Indenture”) among ), between the Company, the Guarantors Company 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, provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended (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 Restricted Subsidiaries to, among other things, incur Indebtedness, create or incur 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 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 and 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 Subsidiary 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 basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under the an Indenture dated as of March 26August 17, 2015 2021 (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 26July 3, 2015 2006 (the “Indenture”) "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. xx.xx. 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 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 26January 15, 2015 (the “Indenture”) ), among 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 Company. This Note is one The Company 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 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 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 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 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 a duly authorized issue of Notes of the Initial Company, designated as its 3.800% Notes referred to in due 2022 (herein called the Indenture. The Notes include the Initial Notes and “Notes,” which expression includes any Additional Notes additional notes issued in exchange for Initial Notes or Additional Notes pursuant to Section 2.18 of the Indenture (as hereinafter defined)), issued and to be issued under an indenture, dated as of August 21, 2012 (herein called the “Indenture”), among X’XXXXXX AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), THE SUBSIDIARY GUARANTORS listed on the signature pages to the Indenture and UMB Bank, N.A., as trustee (the “Trustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under Capitalized terms used but not defined in this Note shall have the meanings ascribed to them in the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Subsidiaries to, among other things, incur Indebtedness, to create or incur Liens or engage in Sale and enter into sale and leaseback transactionsLeaseback Transactions, in each case, subject to some exceptions as set forth in the Indenture. The Indenture also imposes certain limitations on the ability of the Company and each Guarantor to merge, consolidate or merge amalgamate with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of the Company in any one transaction or series of related transactions, in each case, subject to some exceptions as set forth in the Indenture. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture, certain of which are summarized herein, and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To Guarantee the due and punctual payment of extent that there is any inconsistency between the principal 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 summary provisions set forth in the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally Guaranteed the obligations provisions of the Company under the Notes on an unsecured senior basis pursuant to the terms of the IndentureIndenture shall govern.