Common use of Indenture Clause in Contracts

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ], 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer issued the Notes Securities under an Indenture, Indenture dated as of October [ ]February 11, 2016 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A., as guarantor (Issuer and the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. The terms of the Notes include those Securities are 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one The Securities are subject to all terms and provisions of the Notes Indenture, and Holders are referred to in the Indenture for a statement of such terms and provisions. To the extent any provision of this Security conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are senior unsecured obligations of the Issuer. The Issuer shall be entitled, subject to its compliance with Section 4.03 of the Indenture, to issue Additional Securities pursuant to Section 2.13 of the Indenture. The Securities issued on the Issue Date and any Additional Securities shall be treated as a single class for all purposes of the Indenture. To guarantee the due and punctual payment of the principal of, and interest, if any, on the Notes Securities and all other amounts payable by the Issuer under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Guarantor has Subsidiary Guarantors have jointly and severally, irrevocably and unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Subsidiary Guaranteed Obligations on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes under an the Indenture. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 9 5/8% Senior Subordinated Notes due 2007, dated Series B (the "Unrestricted Notes"), limited (except as of October [ ]otherwise provided in the Indenture) in aggregate principal amount to $300,000,000, 2016 (as it which may be amended or supplemented from time to time in accordance with issued under the terms thereofIndenture. The Notes include the 9 5/8% B - 3 167 Senior Subordinated Notes due 2007, Series A (the "Initial Notes"), the “Indenture”)Private Exchange Notes, among and the IssuerUnrestricted Notes, PDVSA Petróleo, S.A., as guarantor (issued in exchange for the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentInitial Notes pursuant to the Registration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Notes and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior general unsecured obligations of the IssuerCompany. Payment on each Note is guaranteed on a senior subordinated basis by the Guarantors pursuant to Articles Twelve and Thirteen of the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto time in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersaccordance with its terms.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Ninth Supplemental Indenture dated as of June 24, 2020 (the “Ninth Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Ninth Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes Securities under an indenture dated as of May 13, 2010 (the “Base Indenture”) between the Company and the Trustee, as amended, supplemented or otherwise modified by the Supplemental Indenture No. 3 (the “Supplemental Indenture”), dated as of October [ ], 2016 between the Company and the Trustee (the Base Indenture, as it may be amended amended, supplemented or supplemented from time to time in accordance with otherwise modified by the terms thereofSupplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except ) as set forth amended and in the Indentureeffect from time to time. The terms of the Notes include those stated in the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Security conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Securities are general unsecured senior obligations of the Company. The Original Securities are limited to $500,000,000 aggregate principal amount, except as amended from time otherwise provided in the Indenture (except for Securities issued in substitution for destroyed, mutilated, lost or stolen Securities). Subject to timethe conditions set forth in the Indenture and without the consent of the Holders, the Company may issue Additional Securities. Capitalized terms All Securities, including any Additional Securities, will be treated as a single class of securities under the Indenture. Terms used herein without definition and not which are defined herein in the Indenture have the meanings ascribed thereto assigned to them in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10-3/8% Senior Notes Due 2005, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]March 25, 2016 1998, by and between the Company and First Trust National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]August 4, 2016 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, herein called the “Indenture”), ) among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Subsidiary Guarantors named therein and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsthe terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those such terms, and Holders (as defined in . To the Indenture) are referred to extent any provision of this Note conflicts with the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein and not defined herein have The Notes are general senior unsecured obligations of the meanings ascribed thereto in the IndentureCompany. This Note is one of the Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. 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 and create or incur Liens. 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 be February 15, 2021 for the Initial Notes. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the 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 Guarantor has Subsidiary Guarantors have, jointly and severally, unconditionally and irrevocablyguaranteed, to on a senior unsecured basis, the extent permitted by law, guaranteed such obligations of the Company under the Notes pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Issuers issued the Notes Securities under an Indenture, dated as of October [ ]April 15, 2016 2002 (the "Indenture"), by and among the Issuers and the Trustee. Capitalized terms herein are used as it defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Issuers designated as their 9.25% Senior Notes due 2009, Series A-2 (the "Initial Securities"), which may be amended or supplemented from time issued under the Indenture. The Issuers shall be entitled to time in accordance with issue Additional Securities pursuant to Section 2.17 of the terms thereofIndenture. The Securities include the Initial Securities, the “Indenture”), among Unrestricted Securities and the Issuer, PDVSA Petróleo, S.A.Additional Securities (each, as guarantor (defined in the “Guarantor”Indenture), MUFG Union Bank, N.A., . All Securities issued under the Indenture are treated as trustee, Law Debenture Trust Company a single class of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on securities under the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are general unsecured, senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIssuers.

Indenture. The Issuer Obligor issued the Notes this 2026 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Eighth Supplemental Indenture, dated as of October [ ]September 22, 2016 (as it may be amended or supplemented from time to time in accordance the “Eighth Supplemental Indenture” and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A., Obligor and the Trustee. Capitalized terms used herein are used as guarantor (defined in the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiariesunless otherwise indicated. The terms of the Notes this 2026 Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are This 2026 Senior Note is subject to all such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all conflict between any provision of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This this 2026 Senior Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor shall govern. This 2026 Senior Note is a senior unsecured obligation of the Trustee, Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture imposes certain limitations on the Principal Paying Agent and on behalf ability of the HoldersObligor and its Subsidiaries to, among other things, create or incur liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]May 21, 2016 2015 (the “Base Indenture” and, as it may be amended or supplemented from time to time (including by the Eighth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the IssuerIssuers, PDVSA Petróleo, S.A.the Initial Guarantors and the Trustee, as guarantor supplemented by the Eighth Supplemental Indenture thereto dated as of August 14, 2017 (the “GuarantorEighth Supplemental Indenture”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Eighth Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on ). Notwithstanding anything to the Issue Date (contrary herein, the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. Any conflict between the Notes and provisions. The Notes are senior obligations of the IssuerEighth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Eighth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the IndentureEighth Supplemental Indenture and the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one The Notes are unsecured senior obligations of the Notes referred to in Issuers the Indenture. To guarantee the due and punctual payment aggregate principal amount of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderswhich is unlimited.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]May 7, 2016 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerHoldings, the Guarantor Subsidiary Guarantors and its Subsidiariesthe 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. The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Securities Act for a statement of those terms, and Holders (as defined in . To the extent any provision of this Note conflicts with the express provisions of the Indenture) are referred to , the provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the 8.375% Senior Secured Notes due 2018 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $250,000,000 aggregate principal amount of the Issuer’s 8.375% Senior Secured Notes due 2018 issued under the Indenture on May 7, 2010 (herein called “Initial Notes”), (ii) pursuant to the Exchange Offer, Exchange Notes from time to time for issue only in exchange for a like principal and interest, if any, on the amount of Initial Notes and all (iii) if and when issued, additional 8.375% Senior Secured Notes due 2018 of the Issuer that may be issued from time to time under the Indenture subsequent to May 7, 2010 (herein called “Additional Notes”). The Indenture contains the terms and restrictions set forth in the Indenture or made a part of the Indenture pursuant to the requirements of the TIA. The Indenture, among other amounts payable things, imposes certain covenants with respect to the following matters: the Incurrence of Indebtedness by the Issuer under and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Issuer, the purchase or redemption of Capital Stock of the Issuer, the sale or transfer of assets and Capital Stock of Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the incurrence of certain Liens, future Subsidiary Guarantors, the business activities and investments of the Issuer and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture limits the ability of the Issuer and the Notes when its Restricted Subsidiaries to enter into agreements that restrict distributions and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according dividends from Subsidiaries. The Indenture also imposes requirements with respect to the terms provision of financial information. The Indenture also contains certain exceptions to the Notes foregoing, and this description is qualified in its entirety by reference to the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer issued the New Notes under an Indenture, Indenture dated as of October [ ]August 18, 2016 2025 (as it may be amended amended, modified or supplemented from time to time in accordance with the terms thereoftime, the “Indenture”), ) among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerLevel 3 Parent, the Guarantor other Guarantors party thereto, the Trustee and its Subsidiariesthe Collateral 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 Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the New Notes include those stated in the Indenture. The New Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The New Notes are senior unsubordinated secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all [This New Notes is one of the terms and provisions of the Indenture, as amended from time Original Notes referred to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture issued in an aggregate principal amount of $2,000,000,000. The New Notes include the Original Notes and any Additional Notes]. [This New Note is one of the Additional Notes referred issued in addition to the Original Notes in an aggregate principal amount of $2,000,000,000 previously issued under the Indenture. The Original Notes and the Additional Notes are treated as a single class of securities under the Indenture.] The Indenture imposes certain limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to, among other things, incur Indebtedness and create and incur Liens. The Indenture also imposes limitations on the ability of Level 3 Parent, the Issuer and their respective Subsidiaries to consolidate or merge with or into any other person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the property of such entities. To guarantee the due and punctual payment of the principal and interest, if any, interest on the New Notes and all other amounts payable by the Issuer under the Indenture and the New Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the New Notes and the Indenture, the Guarantor Level 3 Parent has unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations New Notes on an unsubordinated basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes this Note under an Indenture, dated as of October [ ]May 21, 2016 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the IssuerCompany, PDVSA Petróleo, S.A., the Guarantors and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as guarantor its Series B 12.5% Senior Subordinated Notes due 2010 (the “GuarantorExchange Notes”) issued in exchange for the initial 12.5% Senior Subordinated Notes due 2010 (the “Initial Notes” and, together with the Exchange Notes, the “Notes”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Notes are limited in aggregate principal amount to the principal amount of the Existing Notes (plus accrued interest and any fees owing in respect thereof) exchanged into Initial Notes under the Indenture imposes certain limitations on plus the Issueramount of Subsequent Notes issued under the Indenture. The Notes include the Initial Notes, the Guarantor Subsequent Notes and its Subsidiariesthe Exchange Notes issued pursuant to the Indenture. The Initial Notes, the Subsequent 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.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in effect on the date of the Indenture. The terms of Notwithstanding anything to the contrary herein, the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior general unsecured obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersCompany.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October April [ ], 2016 2007 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Subsidiary Guarantors and its Subsidiariesthe 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 from time to time (the “TIA”"Act"), except as set forth in . Capitalized terms used herein and not defined herein have the Indenture. The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms, . In the event of any inconsistency between the terms of this Note and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are general unsecured, senior obligations of the IssuerCompany. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes which may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the [ ]% Senior Notes due 2017 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $300,000,000 aggregate principal amount of the principal and interest, if any, on the Company's [ ]% Senior Notes and all other amounts payable by the Issuer due 2017 issued under the Indenture on April [ ], 2007 and registered under the Securities Act (the "Initial Notes"), and (ii) if and when issued, an unlimited principal amount of additional [ ]% Senior Notes due 2017 that may be issued from time to time, under the Indenture, subsequent to April [ ], 2007 in a registered offering of the Company (the "Additional Notes" and together with the Initial Notes, the "Notes"). The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes when attain an Investment Grade Rating from both Rating Agencies. In addition, the Indenture limits the ability of the Company and as its Subsidiaries to enter into agreements that restrict distributions and dividends from Subsidiaries and requires the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Company to make available SEC information to the terms of Holders as well as requiring certain Restricted Subsidiaries to guarantee the obligations under the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer Company issued the Notes this Note under an Indenture, dated as of October [ ]May 21, 2016 2004 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), by and among the IssuerCompany, PDVSA Petróleo, S.A., the Guarantors and the Trustee. This Note is one of a duly authorized issue of Initial Notes of the Company designated as guarantor its 12.5% Senior Subordinated Notes due 2010 (the “GuarantorNotes”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Notes are limited in aggregate principal amount to the principal amount of the Existing Notes (plus accrued interest and any fees owing in respect thereof) exchanged into Initial Notes under the Indenture imposes certain limitations on plus the Issueramount of Subsequent Notes issued under the Indenture. The Notes include the Initial Notes, the Guarantor Subsequent Notes and its Subsidiariesthe Exchange Notes (as defined below) issued in exchange for the Initial Notes and any Subsequent Notes pursuant to the Indenture. The Initial Notes, the Subsequent 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.C. §§ U.S. Code Sections 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in effect on the date of the Indenture. The terms of Notwithstanding anything to the contrary herein, the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior general unsecured obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersCompany.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]27, 2016 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerGuarantors party thereto, the Guarantor Trustee and its SubsidiariesCollateral Agent. The terms of the Notes include those stated Terms defined 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended 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 terms and provisions of the Indenture, and the Holders are referred to the Indenture for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Issuer. [This Note is one of the Initial Notes referred to in the Indenture. .] [This Note is an Additional Note referred to in the Indenture.] To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest, on the Notes and all other amounts payable by the 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 Guarantor has Guarantors have, jointly and severally, irrevocably and unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 3/4% Senior Notes due 2009, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $325,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]April 23, 2016 (as it may be amended or supplemented from time to time in accordance with 1999, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankCompany and State Street Bank and Trust Company of California, N.A., as trusteetrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), Law Debenture Trust Company to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of New Yorkthe respective rights, as registrarlimitations of rights, transfer agent duties, obligations and principal paying agentimmunities thereunder of the Company, GLAS Americas LLCthe Trustee and the Holders of the Notes, as collateral agent and Banque Internationale à Luxembourgof the terms upon which the Notes are, Société Anonymeand are to be, as Luxembourg listing agent authenticated and paying agentdelivered. 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 imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]4, 2016 2024, among the Issuers, the Guarantors, the Trustee and the Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior secured obligations of the IssuerIssuers. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 8.250% Senior First Lien Notes due 2031 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $800,000,000 principal amount of the principal and interest, if any, on the Issuer’s 8.250% Senior First Lien Notes and all other amounts payable by the Issuer due 2031 issued under the Indenture on October 4, 2024 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 4, 2024 (the “Additional Notes”) as provided in ‎Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 11-1/4% Senior Notes Due 2008, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $400,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]November 25, 2016 1998, by and between the Company and U.S. Bank Trust National Association, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersterms.

Indenture. The Issuer Issuers issued the Notes this Note under an Indenture, indenture dated as of October [ ]February 5, 2016 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among among, inter alios, the IssuerIssuers, PDVSA Petróleo, S.A.Ardagh Packaging Holdings Limited, as parent guarantor (the “Parent Guarantor”), MUFG Union Bankand Citibank, N.A., as trustee, Law Debenture Trust Company of New YorkLondon Branch, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on trustee (the Issuer, the Guarantor and its Subsidiaries“Trustee”). The terms of the Notes this Note include those stated in the Indenture and those expressly made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture and, to the extent required by any amendment after such date, as so amended (the “TIAU.S. Trust Indenture Act”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as Terms defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes subject to all such terms, and Holders are referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as U.S. Trust Indenture Act for a statement of those terms. To the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to extent any provision of this Note conflicts with the terms express provisions of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms provisions of the Indenture in favor shall govern and be controlling. The Indenture imposes certain limitations on the Issuers, the Guarantors and their Affiliates, including, without limitation, limitations on the Incurrence of indebtedness and issuance of stock, the payment of dividends and other payment restrictions affecting the Parent Guarantor and its Restricted Subsidiaries, the sale of assets, transactions with and among Affiliates of the TrusteeParent Guarantor and the Restricted Subsidiaries, the Principal Paying Agent Change of Control and on behalf of the HoldersLiens.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]December 12, 2016 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerGuarantors, the Guarantor Agent and its Subsidiariesthe 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 1939, as amended (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIAAct”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms, and Holders (as defined in . To the extent any provision of this Note conflicts with the express provisions of the Indenture) are referred to , the provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 6.75% Senior Notes due 2020 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $625,000,000 aggregate principal amount of the principal and interest, if any, on the Issuer’s 6.75% Senior Notes and all other amounts payable by the Issuer due 2020 issued under the Indenture on December 12, 2014 (the “Initial Notes”), (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to December 12, 2014 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture and (iii) if and when issued, the Issuer’s 6.75% Senior Notes due 2020 that may be issued from time to time under the Indenture in exchange for Initial Notes or Additional Notes in an offer registered under the Securities Act as provided in the Registration Rights Agreement (herein called “Exchange Notes”). The Initial Notes, the Additional Notes and the Exchange Notes when and as the same shall be due considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries, transactions with affiliates and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer issued the Notes under an Indenture, indenture dated as of October [ ]April 2, 2016 2014 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A.Issuer and Deutsche Bank Trust Company Americas, as guarantor trustee (the “GuarantorTrustee”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and those expressly made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture and, to the extent required by any amendment after such date, as so amended (the “TIAU.S. Trust Indenture Act”), except as set forth . Terms defined in the Indenture. The terms of Indenture and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the U.S. Trust Indenture Act for a statement of those terms, and Holders (as defined in . To the Indenture) are referred to extent any provision of this Note conflicts with the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are unsecured senior obligations of the Issuer and not defined herein have are issued in an initial aggregate principal amount at Maturity of $1,000,000,000. The Indenture imposes certain limitations on the meanings ascribed thereto in Issuer and its Affiliates, including, without limitation, limitations on the Indentureincurrence of indebtedness, the payment of dividends and other payment restrictions affecting the Issuer and its subsidiaries, the sale of assets, transactions with and among Affiliates of the Restricted Subsidiaries, change of control and Liens. This Note is one of a duly authorized issue of notes of the Issuer designated as its 7.125% Senior Notes referred due 2022. The Issuer shall be entitled to in issue Additional Notes pursuant to Section 2.15 of the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer Issue issued the Notes under an Indenture, Indenture dated as of October [ ]November 13, 2016 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Trustee and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesCollateral 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. §§ ss.ss. 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”"TI▇"), except as set forth . Terms defined in the Indenture. The terms of Indenture and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated secured obligations of the Issuer. Each Holder, by accepting a Note, agrees Issuer limited to be bound by all $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the terms Indenture and provisions of the Indenture, as amended from time subject to time. Capitalized terms used herein interest accrued and not defined herein have the meanings ascribed thereto in the Indentureadded to such principal amount on any Period End Date). This Note is one of the Notes referred to in the Indenture, which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, make asset dispositions, enter into certain Hedging Arrangements or sale and leaseback transactions and enter into consensual restrictions upon the payment of certain dividends and distributions by the Issuer or its Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer to consolidate or merge with or into any other Person. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Notes Guarantee Agreement and the Indentureother Security Documents, jointly and severally, unconditionally guaranteed the Guarantor has unconditionally Indenture Obligations on a senior subordinated basis and irrevocablyhave pledged, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Security Documents, certain Collateral as security for the Indenture in favor Obligations. The Notes constitute unconditional obligations of the TrusteeIssuer, secured as set forth in the Principal Paying Agent Security Documents and on behalf entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the HoldersIssuer.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Eighth Supplemental Indenture dated as of June 24, 2020 (the “Eighth Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Eighth Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 1/4% Senior Subordinated Notes due 2009, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]March 30, 2016 1999, by and among the Company, each of the guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and State Street Bank and Trust Company, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Securities and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms date of the Notes include those stated in Inde▇▇▇▇▇. Notwithstanding anything to the Indenture. The contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company or any Guarantor, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8-1/2% Senior Subordinated Notes due 2008, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $165,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]April 24, 2016 1998, by and among the Company, each of the guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and U.S. Bank Trust National Association, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Securities and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company or any Guarantor, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]March 10, 2016 1998 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the IssuerCompany, PDVSA Petróleoeach of the Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Initial Notes of the Company designated as its 9 1/4% Senior Subordinated Notes due 2006, S.A., as guarantor Series B (the “Guarantor”"Exchange Notes"), MUFG Union Bank, N.A., limited (except as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and otherwise provided in the Indenture) in aggregate principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentamount to $200,000,000 which may be issued under the Indenture. (the "Exchange Notes"). The Indenture imposes certain limitations on Notes include the Issuer9 1/4% Senior Subordinated Notes due 2006, Series A (the "Initial Notes"), the Guarantor Private Exchange Notes and its Subsidiariesthe Exchange Notes, issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange 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.C. §§ 77aaa-77bbbbU.S. Code 77aaa- 77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior general unsecured obligations of the IssuerCompany. Payment on each Note is guaranteed on a senior subordinated basis by the Subsidiary Guarantors pursuant to Article Twelve of the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto time in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersaccordance with its terms.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]May 21, 2016 2015 (the “Base Indenture” and, as it may be amended or supplemented from time to time (including by the Fifteenth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”) among the Issuers, the Guarantors named therein and the Trustee (as defined below), as supplemented by the Fifteen Supplemental Indenture thereto dated as of December 17, 2020 (the “Fifteenth Supplemental Indenture”), among the Issuer, PDVSA Petróleo, S.A.Regions Bank, as guarantor trustee (together with, as to any time prior to September 30, 2020, U.S. Bank National Association, as predecessor trustee, each, in such capacity, the “GuarantorTrustee”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent the Issuers and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesInitial Guarantors. The terms of the Notes include those stated in the Fifteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on ). Notwithstanding anything to the Issue Date (contrary herein, the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. Any conflict between the Notes and provisions. The Notes are senior obligations of the IssuerFifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the IndentureFifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one The Notes are unsecured senior obligations of the Notes referred to in Issuers the Indenture. To guarantee the due and punctual payment aggregate principal amount of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderswhich is unlimited.

Indenture. The Issuer Obligor issued the Notes this 2022 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Sixth Supplemental Indenture, dated as of October [ ]September 13, 2016 2012 (as it may be amended or supplemented from time to time in accordance the “Sixth Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A., Obligor and the Trustee. Capitalized terms used herein are used as guarantor (defined in the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiariesunless otherwise indicated. The terms of the Notes this 2022 Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are This 2022 Senior Note is subject to all such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all conflict between any provision of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This this 2022 Senior Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed Indenture shall govern such obligations pursuant to the terms provision. This 2022 Senior Note is a senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture in favor imposes certain limitations on the ability of the TrusteeObligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the Principal Paying Agent and on behalf ability of the HoldersObligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]April 20, 2016 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor guarantors named therein and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the IssuerCompany. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 6.875% Senior Notes due 2025 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $500,000,000 principal amount of the principal and interest, if any, on the Company’s 6.875% Senior Notes and all other amounts payable by the Issuer due 2025 issued under the Indenture on April 20, 2017 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 20, 2017 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the Incurrence of Indebtedness, the making of restricted payments, the sale of assets, the Incurrence of certain Liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]June 10, 2016 2009 (as it may be amended or supplemented from time to time (including by the Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, PDVSA Petróleo, S.A.the Guarantors party thereto and the Trustee, as guarantor supplemented by the First Supplemental Indenture thereto dated as of June 10, 2009 (the “GuarantorSupplemental Indenture”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture (including the Supplemental Indenture) with respect to the Notes 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 “TIAAct”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the The Notes referred are subject to all terms in the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are general unsecured senior obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. The Indenture (including the Supplemental Indenture) with respect to the Notes imposes certain limitations, among other things, on the ability of the Company and the Restricted Subsidiaries to make Investments; incur additional Indebtedness or issue Preferred Stock, create certain Liens; sell assets; enter into agreements that restrict dividends or other payments from the Restricted Subsidiaries; consolidate, merge or transfer all or substantially all of the assets of the Company and its Restricted Subsidiaries; engage in transactions with Affiliates; pay dividends or make other distributions on Capital Stock or subordinated Indebtedness; and create Unrestricted Subsidiaries. To guarantee the due and punctual payment of the principal and interestof, premium, if any, on on, and interest on, the Notes and all other amounts payable by the Issuer Company under the Notes and the Indenture and (including the Supplemental Indenture) with respect to 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 Guarantor has Guarantors have unconditionally guaranteed (and irrevocablyfuture Guarantors, to together with the extent permitted by lawGuarantors, guaranteed will unconditionally guarantee), jointly and severally, such obligations on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]May 21, 2016 2015 (the “Original Indenture”; the Original Indenture, as supplemented by the Trustee Succession Agreement referred to below, the “Base Indenture”, and the Base Indenture, as it may be further amended or supplemented from time to time (including by the Eighteenth Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”) among the Issuers, the Guarantors named therein and the Trustee (as defined below), as supplemented by the Agreement of Resignation, Acceptance and Appointment, dated as of September 30, 2020 (the “Trustee Successor Agreement”), by and among the Issuers, the predecessor Trustee and the successor Trustee, and by the Eighteenth Supplemental Indenture thereto dated as of January 25, 2023 (the “Eighteenth Supplemental Indenture”), among the Issuer, PDVSA Petróleo, S.A.Regions Bank, as guarantor trustee (together with, as to any time prior to September 30, 2020, U.S. Bank National Association, as predecessor trustee, each, in such capacity, the “GuarantorTrustee”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent the Issuers and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesInitial Guarantors. The terms of the Notes include those stated in the Eighteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on ). Notwithstanding anything to the Issue Date (contrary herein, the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. Any conflict between the Notes and provisions. The Notes are senior obligations of the IssuerEighteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) will be governed by the Eighteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the IndentureEighteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes), as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one The Notes are unsecured senior obligations of the Notes referred to in Issuers the Indenture. To guarantee the due and punctual payment aggregate principal amount of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderswhich is unlimited.

Indenture. The Issuer Holdings issued the Notes Securities under an Indenture, dated as of October [ ]June 14, 2016 2001 (the "Indenture"), by and among Holdings and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of Holdings designated as its 10% Senior Discount Notes due 2008, Series B, which may be issued under the Indenture. Holdings shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereofIndenture), the “Private Exchange Securities (as defined in the Indenture”) and the Unrestricted Securities (as defined in the Indenture), among . All Securities issued B-3 79 under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are general unsecured, senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersHoldings.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]March 30, 2016 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Guarantors, the Trustee and its Subsidiariesthe Notes Collateral 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 1939, as amended (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIAAct”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to although the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees is not required to be bound by all of qualified under the terms and provisions of the Indenture, as amended from time to timeAct. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms. The Notes are senior secured obligations of the Company. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture is unlimited. This Note is one of the 8.250% Senior Secured Notes due 2020 referred to in the Indenture. The Notes include (i) $540,000,000 aggregate principal amount of the Company’s 8.250% Senior Secured Notes due 2020 issued under the Indenture on March 30, 2015 (herein called “Initial Notes”) and (ii) if and when issued, additional 8.250% Senior Secured Notes due 2020 of the Company that may be issued from time to time under the Indenture subsequent to March 30, 2015 (herein called “Additional Notes”) as provided in Section 2.01 of the Indenture. The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture and shall be secured by first-priority and second-priority Liens and security interests, subject to Permitted Liens, in the Collateral. The Indenture imposes certain restrictions on the incurrence of certain liens, sale-leaseback transactions, secured debt and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision of financial information and the provision of guarantees of the Notes by certain subsidiaries. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest (including post-filing or post-petition interest) on the Notes and all other amounts payable by the Issuer Company under the Indenture Indenture, the Notes and the Notes Collateral Documents (including expenses and indemnification) 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 Guarantor has Guarantors have as primary obligors and not merely as sureties, irrevocably and unconditionally guaranteed (and irrevocablyfuture guarantors, to together with the extent permitted by lawGuarantors, guaranteed will unconditionally guarantee), jointly and severally, on a senior secured basis, all such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Obligor issued the Notes this 2023 Senior Note under an Indenture dated as of October 24, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Seventh Supplemental Indenture, dated as of October [ ]June 21, 2016 2013 (as it may be amended or supplemented from time to time in accordance the “Seventh Supplemental Indenture and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A., Obligor and the Trustee. Capitalized terms used herein are used as guarantor (defined in the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiariesunless otherwise indicated. The terms of the Notes this 2023Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are This 2023 Senior Note is subject to all such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all conflict between any provision of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This this 2023 Senior Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed Indenture shall govern such obligations pursuant to the terms provision. This 2023 Senior Note is a senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture in favor imposes certain limitations on the ability of the TrusteeObligor and its Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the Principal Paying Agent and on behalf ability of the HoldersObligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 1/8% Senior Discount Notes due 2007, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $601,045,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]17, 2016 1997, by and between the Company and The Chase Manhattan Bank, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under this Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company’s predecessor issued the Notes under an Indenture, Indenture dated as of October [ ]April 27, 2016 2012 (as it may be supplemented, amended or supplemented modified from time to time (including by the Amended & Restated Supplemental Indenture referred to below) in accordance with the terms thereof, the “Indenture”), ) among the IssuerCompany, PDVSA Petróleothe Company’s Predecessor, S.A.the Initial Guarantors and the Trustee, as guarantor supplemented by the Supplemental Indenture thereto dated as of April 27, 2012 and the Second Supplemental Indenture thereto dated as of December 31, 2013 (the “GuarantorSecond Supplemental Indenture”), MUFG Union Bank, N.A.such Supplemental Indenture, as trusteesupplemented by the Second Supplemental Indenture, Law Debenture Trust Company having been amended and restated as of New YorkJune 24, 2014 (as registrar, transfer agent so amended and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuerrestated, the Guarantor “Supplemental Indenture”), to which reference is hereby made for a statement of the respective rights, obligations, duties and its Subsidiariesimmunities thereunder of the Trustee, the Company, the Guarantors and Holders and of the terms upon which the Notes are, and are to be, authenticated and delivered. Pursuant to the Second Supplemental Indenture, the Company succeeded to the Company’s predecessor under the Indenture and assumed the covenants of the Company’s predecessor in the Indenture and the Notes. 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) 1939, as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indentureamended. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms provisions of the Indenture in favor shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited amount of Additional Notes may be issued thereunder, subject to compliance with the Trustee, the Principal Paying Agent and on behalf of the Holderscovenants therein. ____________________________ * Not to be included for Exchange Notes.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]May 12, 2016 2022, among the Issuer, Frontier Video Services Inc. (the “Grantor”), the Guarantors party thereto from time to time, the Trustee and the Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 8.750% First Lien Secured Notes due 2030 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $1,200,000,000 principal amount of the principal and interest, if any, on the Issuer’s 8.750% First Lien Secured Notes and all other amounts payable by the Issuer due 2030 issued under the Indenture on May 12, 2022 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to May 12, 2022 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that if any Additional Notes are not part of the same issue as the same shall Notes offered hereby under the Indenture for United States federal income tax purposes or if the Issuer otherwise determines that any Additional Notes should be due differentiated from any other Notes, such Additional Notes may have a separate CUSIP number, provided further that, for the avoidance of doubt, such Additional Notes will still constitute a single series with all other Notes issued under the Indenture for all other (i.e., non-income tax) purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]May 21, 2016 2024 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerIssuers, PDVSA Petróleo▇▇▇▇▇▇▇ Motion Inc., S.A., as guarantor a Delaware corporation and the direct or indirect parent of each Issuer (the “GuarantorHoldings”), MUFG Union Bank, N.A., the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, and Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior unsecured obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIssuers. This Note is one of the Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a single class 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, if applicable. The Indenture imposes certain limitations on the ability of Holdings, the Issuers and the other Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of the Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of Holdings, the Issuers and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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, Holdings and the Guarantor has Subsidiary Guarantors have unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture in favor and any additional Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior unsecured basis, pursuant to the terms of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]2, 2016 2020, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 5.625% Senior Notes due 2025 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $500,000,000 principal amount of the principal and interest, if any, on the Issuer’s 5.625% Senior Notes and all other amounts payable by the Issuer due 2025 issued under the Indenture on October 2, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 2, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, indenture dated as of October [ ]June 26, 2016 2012, by and between the Company and the Trustee, as supplemented by the fourth supplemental indenture dated as of January 29, 2021 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture,” and, collectively with the terms thereofaforementioned indenture, the “Indenture”), among by and between the Issuer, PDVSA Petróleo, S.A., as guarantor (Company and the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIAAct”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for . This Security is one of a statement duly authorized issue of such terms and provisions. The Notes are senior general unsecured obligations of the Issuer. Each Holder, by accepting a Note, agrees Company all issued or to be bound by all issued under the Indenture. Debt Securities issued under the Indenture may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates, may have different conversion prices (if any), may be subject to different redemption provisions, may be subject to different sinking, purchase or analogous funds, may be subject to different covenants, Events of Default and subordination provisions and may otherwise vary as the terms and provisions Indenture provides. This Security is one of a series designated as 1.125% Senior Notes due 2026 (the “Securities”) issued under the Indenture, as amended from time initially limited to time$750,000,000 aggregate principal amount. Capitalized terms used herein and not defined herein have The Company may, without the meanings ascribed thereto consent of the Holders of the Securities, increase such aggregate principal amount in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if anyfuture, on the Notes same terms and all other amounts payable by conditions and with the Issuer under the Indenture and the Notes when and same CUSIP numbers as the same Securities. The Company shall be due and payable, whether at maturity, by acceleration or otherwise, according to not issue any such additional Securities unless the terms additional Securities are fungible with the Securities for United States federal income tax purposes. The Indenture imposes certain limitations (with significant exceptions) on the ability of the Notes Company and its Subsidiaries to create Liens on assets and engage in sale and leaseback transactions. This Indenture also imposes limitations on the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms ability of the Indenture in favor Company to consolidate, merge or transfer all or substantially all of the Trustee, the Principal Paying Agent and on behalf of the Holdersits assets.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8-1/2% Senior Subordinated Notes due 2008 Series B (herein called the "Unrestricted Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]April 24, 2016 1998, by and among the Company, each of the Guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and U.S. Bank Trust National Association, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Securities and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company or any Guarantor, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Third Supplemental Indenture dated as of April 9, 2020 (the “Third Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Third Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, dated as of October [ ]November 7, 2016 1997 (the "INDENTURE"), by and among the Company, the Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10% Senior Notes due 2004, Series A (the "INITIAL SECURITIES"), limited in aggregate principal amount to $100,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture) and the “Unrestricted Securities (as defined in the Indenture”), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Inden- ture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement holders of those terms, and Holders (as defined in the Indenture) Securities are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of the IssuerCompany. Each HolderPayment on the Securities is guaranteed (each, a "GUARANTEE") on a senior basis, jointly and severally, by accepting a NoteMetris Direct, agrees to be bound by all Inc. and each Restricted Subsidiary of the terms and provisions Company which guarantees the Securities (each, a "GUARANTOR") pursuant to Article Ten of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 IndentureIn certain circumstances, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersGuarantees may be released.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]July 31, 2016 2023 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, PDVSA Petróleothe Subsidiary Guarantors from time to time party thereto, S.A.the Trustee and U.S. Bank Trust Company, as guarantor (the “Guarantor”)National Association, MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLCa national banking association, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on (the Issuer, the Guarantor and its Subsidiaries“Collateral Agent”). The terms of the Notes include those are 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one The Notes are subject to all terms and provisions of the Notes Indenture, and Holders are referred to in the Indenture for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Company. The Company shall be entitled, subject to its compliance with Sections 4.03 and 4.11 of the Indenture, to issue Additional Notes pursuant to Section 2.13 of the Indenture. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single class for all purposes of the Indenture. To guarantee the due and punctual payment of the principal of, and interest, if any, on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have jointly and severally, irrevocably and unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Subsidiary Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Holdings issued the Notes Securities under an Indenture, dated as of October [ ]June 14, 2016 2001 (the "Indenture"), by and among Holdings and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of Holdings designated as its 10% Senior Discount Notes due 2008, Series A (the "Initial Securities"), which may be issued under the Indenture. Holdings shall be entitled to issue Additional Securities pursuant to Section 2.17 of the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture) and the “Unrestricted Securities (as defined in the Indenture”), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those A-4 70 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"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are general unsecured, senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersHoldings.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2020, among the Issuer, the Guarantors named therein, the Trustee and the Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 6.125% Senior First Lien Notes due 2028 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $1,000,000,000 principal amount of the principal and interest, if any, on the Issuer’s 6.125% Senior First Lien Notes and all other amounts payable by the Issuer due 2028 issued under the Indenture on September 25, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 25, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Eighteenth Supplemental Indenture dated as of July 14, 2010 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, PDVSA Petróleowith respect to the Supplemental Indenture, S.A., as guarantor the subsidiary guarantors signatory thereto (the “GuarantorSubsidiary Guarantors”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $400 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Notes referred Indenture, including waivers, amendments, redemptions and offers to in the Indenturepurchase. To guarantee secure the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and irrevocably, to the extent permitted by law, guaranteed such obligations Notes on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, dated as of October [ ]June 4, 2016 1998 (the "Indenture"), by and among the Company, the Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 1/8% Series A Senior Subordinated Notes due 2008 (the "Initial Securities"), limited in aggregate principal amount to $200,000,000, which may be issued under the Indenture. The Securities include the Initial Securities and the Unrestricted Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture). All Securities issued under the “Indenture are treated as a single class of securities under the Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of the IssuerCompany. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. Each HolderHolder of a Security, by accepting a NoteSecurity, agrees to be bound by all of such subordination, authorizes the terms Trustee to give effect to such subordination and provisions of appoints the Indenture, Trustee as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed attorney-in-fact for such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderspurpose.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10 1/2% Senior Subordinated Notes due 2009, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]May 17, 2016 1999, by and among the Company, each of the guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and State Street Bank and Trust Company, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Securities and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company or any Guarantor, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 14% Senior Notes due 2010, Series B (herein called the "Exchange Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $300,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]February 23, 2016 (as it may be amended or supplemented from time to time in accordance with 2000, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankCompany and State Street Bank and Trust Company of California, N.A., as trusteetrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), Law Debenture Trust Company to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of New Yorkthe respective rights, as registrarlimitations of rights, transfer agent duties, obligations and principal paying agentimmunities thereunder of the Company, GLAS Americas LLCthe Trustee and the Holders of the Notes, as collateral agent and Banque Internationale à Luxembourgof the terms upon which the Notes are, Société Anonymeand are to be, as Luxembourg listing agent authenticated and paying agentdelivered. 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 imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]August 18, 2016 (as it may be amended amended, supplemented or supplemented otherwise modified from time to time in accordance with the terms thereoftime, the “Indenture”), among the IssuerEscrow Issuers, PDVSA Petróleo, S.A., the Guarantors from time to time party thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentits 4.250% Senior Notes due 2024. The Indenture imposes provides that, subject to satisfaction of certain limitations conditions, the HOC Assumption will occur. Pursuant to the HOC Assumption, the existing Escrow Issuers will merge with and into HOC, with HOC continuing as the surviving entity, the Escrow Issuers will be released from their obligations on the Notes and the Indenture, and HOC will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture and the Notes, and each of Holdings, Parent and Parent’s Restricted Subsidiaries that are required to guarantee the Notes will guarantee all of the Issuer, ’s obligations under the Guarantor Indenture and its Subsidiariesthe Notes. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of 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) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms provisions of the Indenture in favor of the Trustee, the Principal Paying Agent shall govern and on behalf of the Holdersbe controlling.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]June 15, 2016 2026, among the Issuer, the Guarantors named therein and the Trustee and the Notes Collateral Agent (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 9.000% Senior Secured First Lien Notes due 2032 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $539,249,947 principal amount of the principal and interest, if any, on the Issuer’s 9.000% Senior Secured First Lien Notes and all other amounts payable by the Issuer due 2032 issued under the Indenture on June 15, 2026 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to June 15, 2026 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ], 2016 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleothe Guarantors, S.A.U.S. Bank National Association, as guarantor Trustee, Deutsche Bank Trust Company Americas as Paying Agent, Registrar, Transfer Agent and Conversion Agent, Deutsche Bank AG, London Branch as Polish Security Agent and TMF Trustee Limited as Security Agent. This Note is one of a duly authorized issue of Notes of the Issuer designated as its Convertible Junior Secured Notes due 2018 (the “GuarantorNotes”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated Terms defined in the Indenture and those made part of not defined herein shall have the Indenture by reference meanings ascribed 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 them in the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior obligations of the Issuer. The Notes are not limited in aggregate principal amount and PIK Notes may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Notes that will be issued on the Issue Date will not exceed $200 million. Each HolderHolder of the Notes, by accepting a Note, agrees to be bound by all of the terms and provisions of the IndentureIndenture and the Security Documents, as the same may be amended from time to time. Capitalized In the event of any inconsistency between the terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in and the terms of the Indenture, the terms of the Indenture shall control and govern. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the 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 each Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under an Indenture, indenture dated as of October [ ]September 19, 2016 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A.Issuer and Deutsche Bank Trust Company Americas, as guarantor trustee (the “GuarantorTrustee”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and those expressly made part of the Indenture by reference to the U.S. Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture and, to the extent required by any amendment after such date, as so amended (the “TIAU.S. Trust Indenture Act”), except as set forth . Terms defined in the Indenture. The terms of Indenture and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the U.S. Trust Indenture Act for a statement of those terms, and Holders (as defined in . To the Indenture) are referred to extent any provision of this Note conflicts with the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are unsecured senior obligations of the Issuer and not defined herein have are issued in an initial aggregate principal amount at Maturity of $1,500,000,000. The Indenture imposes certain limitations on the meanings ascribed thereto in Issuer and its Affiliates, including, without limitation, limitations on the Indentureincurrence of indebtedness, the payment of dividends and other payment restrictions affecting the Issuer and its subsidiaries, the sale of assets, transactions with and among Affiliates of the Restricted Subsidiaries, change of control and Liens. This Note is one of a duly authorized issue of notes of the Issuer designated as its 8.25% Senior Notes referred due 2020. The Issuer shall be entitled to in issue Additional Notes pursuant to Section 2.15 of the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]June 15, 2016 2006 (the “Original Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated as of May 27, 2009 (the “First Supplemental Indenture” and, together with the Original Indenture, as it may be further amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among ) between the Issuer, PDVSA Petróleo, S.A., as guarantor (Company and the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. 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. §§ U.S.C.§§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIATrust Indenture Act”); provided, except as set forth however, that in the Indentureevent the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are general unsecured senior obligations of the IssuerCompany. Each Holder, by accepting a Note, agrees to The aggregate principal amount of securities that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 10¼% Senior Notes due 2014 referred to in the IndentureIndenture (the “Notes”). To guarantee the due and punctual payment The Notes include (i) $325,000,000 aggregate principal amount of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer issued under the Indenture on May 27, 2009 and (ii) if and when issued, additional Notes that may be issued from time to time under the Notes when and as the same shall be due and payableIndenture subsequent to May 27, whether at maturity, by acceleration or otherwise, according to the terms of the 2009 (herein called “Additional Notes”). The Notes and any Additional Notes will be treated as a single class of securities under the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]March 8, 2016 1999 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Note Guarantors party thereto and its Subsidiariesthe 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. §§ (S)(S) 77aaa-77bbbb) as in effect on the Issue Date date ------ of the Indenture (the “TIA”"Act"), except as set forth in . Capitalized terms used herein and not defined herein have the Indenture. The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Act for a statement of such terms and provisions. The Notes are senior obligations of the Issuerthose terms. Each Holder, Noteholder by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have The Notes are general unsecured senior subordinated obligations of the meanings ascribed thereto Company unlimited in aggregate principal amount; $100,000,000 in aggregate principal amount will be initially issued on the IndentureIssue Date. This Note is one of the Initial Notes referred to in the Indenture. The Initial Notes and the Exchange Notes will be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Company and its Restricted Subsidiaries, and Noteholders are referred to the Indenture for a statement of those limitations. The Company may, from time to time, subject to compliance with any other applicable provisions of the Indenture, without the consent of the Holders, create and issue pursuant to the Indenture additional Notes having terms and conditions identical to those of the Notes issued on the Issue Date ("Add-On Notes") (or the same except for the payment of interest accruing prior to the issue date of such Add-On Notes or except for the first payment of interest following the issue date of such Add-On Notes), which Add-On Notes will be treated, together with any other Outstanding Notes, as a single issue of securities. To guarantee the due and punctual payment of the principal principal, premium, if any, and interestinterest and Liquidated Damages, if any, on the Notes and all other amounts payable by the Issuer 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 Guarantor has Company's existing Domestic Restricted Subsidiaries have unconditionally guaranteed, jointly and irrevocablyseverally, such obligations on a senior subordinated basis pursuant to the extent permitted by lawterms of the Indenture. In addition, guaranteed such obligations any future Domestic Restricted Subsidiaries of the Company (other than Special Purpose Financing Vehicles) are required pursuant to the terms of the Indenture in favor of to unconditionally guarantee the Trustee, the Principal Paying Agent and Notes on behalf of the Holdersa senior subordinated basis by executing a supplemental indenture.

Indenture. The Issuer This Note is one of a duly authorized series of debt securities of Laboratory Corporation of America Holdings, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), designated as the 4.350% Senior Notes due 2030 (the “Notes”) issued the Notes under an Indenture, Indenture dated as of October [ ]September 23, 2016 2024 (the “Base Indenture”), between the Company and the Trustee, as it may be amended or supplemented from time to time in accordance by the First Supplemental Indenture dated September 23, 2024 (the “Supplemental Indenture,” and collectively with the terms thereofBase Indenture, the “Indenture”), among the IssuerCompany, PDVSA PetróleoLabcorp Holdings Inc., S.A.a Delaware corporation and the parent holding company of the Company (such corporation, as guarantor (and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Parent Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. 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 date of the Indenture (the “TIAAct”), except as set forth . Terms defined in the Indenture. The terms of Indenture and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Act for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior general unsecured obligations of the IssuerCompany. Each HolderThe Notes are fully, unconditionally and irrevocably guaranteed by accepting a Notethe Parent Guarantor under the Supplemental Indenture (the “Guarantee”). The Company shall be entitled, agrees without notice to be bound by all or consent of the Holders, to issue additional debt securities under the Indenture on the same terms and provisions of conditions as the Indenture, as amended from time to time. Capitalized terms used herein Notes (except for the interest accrual date and not defined herein have the meanings ascribed thereto first Interest Payment Date) in accordance with the Indenture. This Note is one The Notes and any additional debt securities will be treated as a single series of the Notes referred to in debt securities for all purposes under the Indenture. To guarantee The Indenture contains covenants that limit the due and punctual payment ability of the principal Company and interest, if any, its Restricted Subsidiaries to create Liens on assets and engage in Sale and Leaseback Transactions. The Indenture also contains a covenant that limits the Notes and all other amounts payable by the 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 ability of the Notes Company’s Subsidiaries from incurring Indebtedness or issuing Preferred Stock. These covenants are subject to important exceptions and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersqualifications.

Indenture. The Issuer Issuers issued the Notes under an the Base Indenture, dated as of October [ ]December 1, 2016 2014 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as supplemented by the Nineteenth Supplemental Indenture, dated as of August 22, 2024 (the “Nineteenth Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee, as successor in interest to U.S. Bank National Association (as it may be amended or supplemented from time to time in accordance with the terms thereofsupplemented, the “Indenture”). This Note is one of a duly authorized issue of notes of the Issuers designated as its 5.550% Senior Notes due 2034. Except as otherwise provided in Section 9.02 of the Nineteenth Supplemental Indenture, among all Notes shall vote and consent together on all matters as one class, and, except as otherwise provided in Section 9.02 of the IssuerNineteenth Supplemental Indenture, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms none of the Notes include those stated in will have the Indenture and those made part of the Indenture by reference right to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) vote or consent as in effect a class separate from one another on the Issue Date (the “TIA”), except as set forth in the Indentureany matter. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as Terms defined in the Indenture) are referred to the Nineteenth Supplemental Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Nineteenth Supplemental Indenture. 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 obligations of the Issuers. This Note is one of the Notes referred to in the Nineteenth Supplemental Indenture. To guarantee The Indenture imposes certain limitations on the due and punctual payment ability of the principal Issuers and interesttheir Subsidiaries to, if anyamong other things, incur Indebtedness, create or incur Liens and enter into Sale/Leaseback Transactions. The Indenture also imposes limits on the Notes and all other amounts payable by the 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 ability of the Notes Issuers and the Indentureeach Guarantor to consolidate or merge with or into any other Person or convey, the Guarantor has unconditionally transfer or lease all or substantially all its property. These covenants are subject to important exceptions and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersqualifications.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Sixteenth Supplemental Indenture dated as of July 23, 2009 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, PDVSA Petróleowith respect to the Supplemental Indenture, S.A., as guarantor the subsidiary guarantors signatory thereto (the “GuarantorSubsidiary Guarantors”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $500 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Notes referred Indenture, including waivers, amendments, redemptions and offers to in the Indenturepurchase. To guarantee secure the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and irrevocably, to the extent permitted by law, guaranteed such obligations Notes on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Fifteenth Supplemental Indenture dated as of April 20, 2009 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, PDVSA Petróleowith respect to the Supplemental Indenture, S.A., as guarantor the subsidiary guarantors signatory thereto (the “GuarantorSubsidiary Guarantors”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $350 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Notes referred Indenture, including waivers, amendments, redemptions and offers to in the Indenturepurchase. To guarantee secure the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and irrevocably, to the extent permitted by law, guaranteed such obligations Notes on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Thirteenth Supplemental Indenture dated as of April 23, 2008 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, PDVSA Petróleowith respect to the Supplemental Indenture, S.A., as guarantor the subsidiary guarantors signatory thereto (the “GuarantorSubsidiary Guarantors”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $600 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, issue price and date of first payment of interest) as the initial Notes) for all purposes of the Notes referred Indenture, including waivers, amendments, redemptions and offers to in the Indenturepurchase. To guarantee secure the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and irrevocably, to the extent permitted by law, guaranteed such obligations Notes on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Fourth Supplemental Indenture dated as of April 9, 2020 (the “Fourth Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Fourth Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 9.80% Senior Discount Notes due 2008, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $567,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]February 6, 2016 1998, by and between the Company and The Chase Manhattan Bank, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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▇▇.▇▇. 77aaa-77bbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 1/4% Senior Subordinated Notes due 2009 Series B (herein called the "Unrestricted Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $100,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]March 30, 2016 1999, by and among the Company, each of the Guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and State Street Bank and Trust Company, as it may be amended or supplemented from time trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Securities and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms date of the Notes include those stated in Inde▇▇▇▇▇. Notwithstanding anything to the Indenture. The contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company or any Guarantor, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Euro Notes under an Indenture, Indenture dated as of October [ ]November 5, 2016 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the IssuerCompany, PDVSA Petróleothe Note Guarantors, S.A., as guarantor (the “Guarantor”), MUFG Union BankThe Bank of New York Mellon Trust Company, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Trustee (the “Trustee”) and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesCollateral Agent. The terms of the Euro Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Euro Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Prior to the Springing Lien Trigger Date, the Euro Notes are senior unsecured obligations of the IssuerCompany. Each HolderFollowing the Springing Lien Trigger Date, by accepting a Note, agrees to the Euro Notes will be bound by all senior secured obligations of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureCompany. This Euro Note is one of the Initial Euro Notes referred to in the Indenture. The Notes include the Initial Euro Notes and any Exchange Notes issued in exchange for the Initial Euro Notes pursuant to the Indenture. The Euro Notes (including any Exchange Notes issued in exchange therefor) and the Dollar Notes issued under the Indenture (including any 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 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 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 the due and punctual payment of the principal and interest, if any, interest on the Euro Notes and all other amounts payable by the Issuer Company under the Indenture and the Euro Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Euro Notes and the Indenture, the Guarantor has Note Guarantors have, jointly and severally, unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]December 21, 2016 (as it may be amended or supplemented from time to time in accordance with 2011, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankBorrower and The Bank of New York Mellon Trust Company, N.A., as trustee, Law Debenture Trust Company as supplemented by the First Supplemental Indenture, dated as of December 21, 2011, by and between the Borrower and The Bank of New YorkYork Mellon Trust Company, N.A., as registrartrustee, transfer agent and principal paying agentthe Second Supplemental Indenture, GLAS Americas LLCdated as of August 15, 2013, by and between the Borrower and The Bank of New York Mellon Trust Company, N.A., as collateral agent trustee. This Assignment and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 Assumption (the “TIAAssignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and but not defined herein shall have the meanings ascribed thereto given to them in the IndentureCredit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. This Note is one The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Notes referred to in Effective Date inserted by the Indenture. To guarantee the due and punctual payment Administrative Agent as contemplated below (i) all of the principal Assignor’s rights and interest, if any, on the Notes and all other amounts payable by the Issuer obligations in its capacity as a Lender under the Indenture Credit Agreement and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration any other documents or otherwise, according instruments delivered pursuant thereto to the terms extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Notes Assignor under the respective facilities identified below (including any letters of credit and the Indenture, the Guarantor has unconditionally guarantees included in such facilities) and irrevocably, (ii) to the extent permitted by to be assigned under applicable law, guaranteed such all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the terms of rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Indenture “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in favor of this Assignment and Assumption, without representation or warranty by the Trustee, the Principal Paying Agent and on behalf of the HoldersAssignor.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, dated as of October [ ]March 3, 2016 1998 (the "Indenture"), by and among the Company, the Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 8 3/8% Senior Subordinated Notes due 2008, Series B limited in aggregate principal amount to $300,000,000, which may be issued under the Indenture. The Securities include the Initial Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereofIndenture), the “Private Exchange Securities (as defined in the Indenture”) and the Unrestricted Securities (as defined in the Indenture), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbbss.s▇. ▇▇aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of the IssuerCompany. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of the Company to the extent and in the manner provided in the Indenture. Each Holder, by accepting a NoteSecurity, agrees to be bound by all of such subordination, authorizes the terms Trustee to give effect to such subordination and provisions of appoints the Indenture, Trustee as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed attorney-in-fact for such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderspurpose.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]April 25, 2016 2023, among the Issuer, the Guarantors party thereto from time to time and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), to be supplemented by the Supplemental Indenture, dated as of the Escrow Release Date, among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Subsidiary Guarantors and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 7.750% Senior Notes due 2031 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $425,000,000 principal amount of the principal and interest, if any, on the Issuer’s 7.750% Senior Notes and all other amounts payable by the Issuer due 2031 issued under the Indenture on April 25, 2023 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to April 25, 2023 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and the Additional Notes when shall be considered collectively as a single class for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the same shall Initial Notes if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or if the Issuer otherwise determines that any such Additional Notes should be due differentiated from the Initial Notes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the entering into of agreements that restrict distribution from guarantors and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information to the Trustee and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]September 28, 2016 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleothe Note Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Registrar and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 IndentureTransfer Agent. The terms of the Notes include those stated 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 such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein and not defined herein have The Notes are senior unsecured obligations of the meanings ascribed thereto in the IndentureIssuer. This Note is one of the Notes referred to in the Indenture. To guarantee The Indenture imposes certain limitations on the due and punctual payment ability of the principal Issuer, the Company and interestits Manufacturing Subsidiaries to, if anyamong other things, create or Incur certain Liens and enter into certain Sale/Leaseback Transactions. The Indenture also imposes limitations on the Notes and all other amounts payable by ability of the Issuer under 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. Following the Indenture and first day (the “Suspension Date”) that (i) the Notes when have an Investment Grade Rating from at least two of the Rating Agencies, and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according (ii) no Default with respect to the terms of the Notes has occurred and is continuing under the Indenture, the Guarantor has unconditionally Company and irrevocably, its Subsidiaries will not be subject to the extent permitted by law, guaranteed such obligations pursuant to the terms Section 4.11 of the Indenture in favor with respect to the Notes. In addition, upon and following the Suspension Date, the Issuer may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Subsidiaries (other than Excluded Subsidiaries) shall again be subject to Section 4.11 of the Trustee, Indenture with respect to the Principal Paying Agent Notes with respect to future events and on behalf of the HoldersSubsidiary Guarantees with respect to the Notes shall be reinstated.

Indenture. The Issuer Obligor issued the Notes this Senior Note under an Indenture dated as of May 29, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by that certain second supplemental indenture dated August 21, 2013 and that certain third supplemental indenture dated June 27, 2016, and as further supplemented by the Fourth Supplemental Indenture, dated as of October [ ]December 9, 2016 2019 (the “Fourth Supplemental Indenture” and, together as it may be amended or supplemented from time to time in accordance supplemented, with the terms thereofBase Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes this Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth . Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are This Senior Note is subject to all such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all conflict between any provision of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This this Senior Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed Indenture shall govern such obligations pursuant to the terms provision. This Senior Note is a senior unsecured obligation of the Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture in favor imposes certain limitations on the ability of the TrusteeObligor and its Significant Subsidiaries to, among other things, create or incur Liens and enter into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the Principal Paying Agent and on behalf ability of the HoldersObligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Indenture. The Issuer Obligor issued the Notes this Senior Note under an Indenture dated as of March 12, 2021 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the Fourth Supplemental Indenture, dated as of October [ ]June 25, 2016 2026 (as it may be amended or supplemented from time to time in accordance the “Fourth Supplemental Indenture” and, together with the terms thereofBase Indenture, the “Indenture”), among between the Issuer, PDVSA Petróleo, S.A., Obligor and the Trustee. Capitalized terms used herein are used as guarantor (defined in the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiariesunless otherwise indicated. The terms of the Notes this Senior Note include those stated in the Indenture Indenture, and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as Act. Terms defined in effect on the Issue Date (Indenture and not defined herein have the “TIA”), except as set forth meanings ascribed thereto in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are This Senior Note is subject to all such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior obligations In the event of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all conflict between any provision of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This this Senior Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture shall govern. 1 This paragraph is to be included in favor any Senior Note that is entitled to receive Additional Interest, if any, under the Registration Rights Agreement. This Senior Note is a senior unsecured obligation of the Trustee, Obligor of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture imposes certain limitations on the Principal Paying Agent and on behalf ability of the HoldersObligor and its Subsidiaries to, among other things, create or incur liens and enter into certain Sale and Leaseback Transactions. The Indenture also imposes limitations on the ability of the Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]September 25, 2016 2002 (the “Original Indenture”), as it may be amended or supplemented from time to time in accordance by the Seventeenth Supplemental Indenture dated as of September 4, 2009 (the “Supplemental Indenture” and, together with the terms thereofOriginal Indenture, the “Indenture”), ) among the IssuerIssuers and the Trustee and, PDVSA Petróleowith respect to the Supplemental Indenture, S.A., as guarantor the subsidiary guarantors signatory thereto (the “GuarantorSubsidiary Guarantors”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms and provisionsterms. The Notes are senior obligations To the extent any provision of this Note conflicts with the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and express provisions of the Indenture, as amended from time to timethe provisions of the Indenture shall govern and be controlling. Capitalized terms used herein The Notes are joint and not defined herein have several obligations of the meanings ascribed thereto Issuers initially in aggregate principal amount of $500 million. The Issuers may issue an unlimited aggregate principal amount of Additional Notes under the Indenture. This Note is one Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the same series (with identical terms other than with respect to the issue date, the date of first payment of interest, if applicable, and the payment of interest accruing prior to the issue date) as the initial Notes) for all purposes of the Notes referred Indenture, including waivers, amendments, redemptions and offers to in the Indenturepurchase. To guarantee secure the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Subsidiary Guarantors have unconditionally guaranteed the Note Obligations under the Indenture and irrevocably, to the extent permitted by law, guaranteed such obligations Notes on a senior basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under an the Indenture, dated as of October [ ]December 22, 2016 2020 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A.the Note Guarantors and the Trustee, as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent trustee and principal paying notes collateral agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated 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 such terms, terms and Holders are referred to provisions of the Indenture for a statement of those termsIndenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees The Issuer shall be entitled to be bound by all of the terms and provisions issue Additional Notes pursuant to Section 2.13 of the Indenture, . The Initial Notes and any Additional Notes shall be treated as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one a single class for all purposes of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the 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 Guarantor has Note Guarantors have jointly and severally unconditionally and irrevocably, to guaranteed the extent permitted by law, guaranteed such obligations Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Fifth Supplemental Indenture dated as of April 9, 2020 (the “Fifth Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Fifth Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]August 20, 2016 2021 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Note Guarantors and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. The Indenture is not required to be qualified under the Trust Indenture Act, and Holders (as defined in so the Indenture) are referred provisions of such Act do not apply to the Indenture and except to the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuerextent explicitly incorporated by reference therein. 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 The Notes are general unsecured obligations of the Company of which $1,000,000,000 in aggregate principal amount will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and not defined herein have without the meanings ascribed thereto in consent of the Holders, the Company may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture. This Note is one The Indenture imposes certain limitations on, among other things, the ability of the Notes referred to in Company and its Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, create Liens, make Asset Sales, designate Unrestricted Subsidiaries, enter into transactions with Affiliates, enter into Sale and Leaseback Transactions, or consolidate or merge or transfer or convey all or substantially all of the IndentureCompany’s and its Restricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has Note Guarantors have unconditionally guaranteed (and irrevocablyeach of the existing and future Restricted Subsidiaries that Guarantee or are co- borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), to the extent permitted by lawjointly and severally, guaranteed such obligations pursuant to the terms of the Indenture Indenture. Each Note Guarantee will be subject to release as provided in favor Section 10 of the TrusteeIndenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, the Principal Paying Agent 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 Holdersobligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. This Note is one of a duly authorized issue of Notes of --------- Telemundo Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series C (herein called the "Initial Notes"). The Issuer Notes are issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]August 10, 2016 (as it may be amended or supplemented from time to time in accordance with the terms thereof2001, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company between Telemundo Holdings and The Bank of New York, as registrartrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture). Reference is made to the Indenture and all indentures supplemental thereto for a statement of the respective rights, transfer agent limitations of rights, duties, obligations and principal paying agentimmunities thereunder of Telemundo Holdings, GLAS Americas LLCthe Trustee and the Holders 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, as collateral agent well as the Private Exchange Notes and Banque Internationale à Luxembourgthe Unrestricted Notes (including the Exchange Notes referred to below), Société Anonyme, as Luxembourg listing agent issued in exchange for the Initial Notes and paying agentthe 1998 Notes pursuant to the Registration Rights Agreement. The aggregate principal amount at maturity of the Notes which may be authenticated and delivered under this Indenture imposes certain limitations on is limited to $131,162,000 aggregate principal amount at maturity plus up to $218,838,000 aggregate principal amount at maturity of the Issuer1998 Notes exchanged for Exchange Notes pursuant to the Registration Rights Agreement (up to a maximum, collectively, of $350,000,000 aggregate principal amount at maturity), except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to the Indenture. The Initial Notes, the Guarantor Private Exchange Notes and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the Issue Date ("TIA"). Notwithstanding anything to the “TIA”)contrary herein, except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each HolderIndenture shall alter or impair the obligation of Telemundo Holdings, by accepting a Notewhich is absolute and unconditional, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 9.80% Senior Discount Notes due 2008, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $567,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]February 6, 2016 1998, by and between the Company and The Chase Manhattan Bank, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

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 Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $300,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]February 23, 2016 (as it may be amended or supplemented from time to time in accordance with 2000, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankCompany and State Street Bank and Trust Company of California, N.A., as trusteetrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), Law Debenture Trust Company to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of New Yorkthe respective rights, as registrarlimitations of rights, transfer agent duties, obligations and principal paying agentimmunities thereunder of the Company, GLAS Americas LLCthe Trustee and the Holders of the Notes, as collateral agent and Banque Internationale à Luxembourgof the terms upon which the Notes are, Société Anonymeand are to be, as Luxembourg listing agent authenticated and paying agentdelivered. 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 imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Holdings issued the Notes Securities under an Indenture, dated as of October [ ]March 3, 2016 1998 (the "Indenture"), by and among Holdings and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of Holdings designated as its 10% Senior Discount Notes due 2008, Series A (the "Initial Securities"), limited in aggregate principal amount at maturity to $325,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture) and the “Unrestricted Securities (as defined in the Indenture”), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of Holdings. The Securities are subordinated in right of payment to all existing and future Senior Indebtedness of Holdings to the Issuerextent and in the manner provided in the Indenture. Each HolderHolder of a Security, by accepting a NoteSecurity, agrees to be bound by all of such subordination, authorizes the terms Trustee to give effect to such subordination and provisions of appoints the Indenture, Trustee as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed attorney-in-fact for such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderspurpose.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]December 14, 2016 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Note Guarantors and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. 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 The Notes are general senior obligations, which are secured by a first priority security interest in the Collateral on an equal and not defined herein have ratable basis with the meanings ascribed thereto Euro Notes and the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,250,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Issuer may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture. This Note is one The Indenture imposes certain limitations on, among other things, the ability of the Notes referred to in Issuer and 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 or transfer or convey all or substantially all of the IndentureIssuer’s assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the Issuer 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 Guarantor has CEMEX, S.A.B. de C.V., CEMEX España, S.A., CEMEX México, S.A. de C.V., CEMEX Corp., Empresas Tolteca de México, S.A. de C.V., CEMEX Concretos, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and irrevocablyseverally, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture Indenture. Each Note Guarantee will be subject to release as provided in favor the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the Trusteemaximum amount as will, the Principal Paying Agent 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 Holdersobligations 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. This Note is one of a duly authorized issue of Notes --------- of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series A (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $218,838,000, which may be issued the Notes under an indenture (herein called the "Indenture"), dated as of October [ ]August 12, 2016 1998, between Holdings and Bank of Montreal Trust Company, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with 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 Holdings, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Notes and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All 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. §§ 77aaa-77bbbb) as in effect on the Issue Date ("TIA"). Notwithstanding anything to the “TIA”)contrary herein, except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders of Notes are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the this Indenture and the TIA for a statement of such terms terms. No reference herein to this Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each HolderIndenture shall alter or impair the obligation of Holdings, by accepting a Notewhich is absolute and unconditional, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, dated as of October [ ]July 13, 2016 1999 (the "Indenture"), by and among the Company, the Guarantors named --------- therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 1/8% Senior Notes due 2006, Series A (the "Initial Securities"), limited in aggregate ------------------ principal amount to $250,000,000, which may be issued under the Indenture. The Securities include the Initial Securities, the Private Exchange Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture) and the “Unrestricted Securities (as defined in the Indenture”), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of --- the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement holders of those terms, and Holders (as defined in the Indenture) Securities are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of the IssuerCompany. Each HolderPayment on the Securities is guaranteed (each, a "Guarantee") on a --------- senior basis, jointly and severally, by accepting a NoteMetris Direct, agrees to be bound by all Inc. and each Restricted Subsidiary of the terms and provisions Company which guarantees the Securities (each, a "Guarantor") --------- pursuant to Article Ten of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 IndentureIn certain circumstances, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersGuarantees may be released.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]July 31, 2016 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor guarantors named therein and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the IssuerCompany. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 10.75% Senior Notes due 2023 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $700,000,000 principal amount of the principal and interest, if any, on the Company’s 10.75% Senior Notes and all other amounts payable by the Issuer due 2023 issued under the Indenture on July 31, 2015 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to July 31, 2015 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]April 12, 2016 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), as supplemented by the First Supplemental Indenture dated as of April 12, 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Subsidiary Guarantors and its Subsidiariesthe 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 date of the Indenture (the “TIATrust Indenture Act”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms Terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This The Notes are subject to all such terms, and Noteholders are referred to the Indenture and the Trust Indenture Act for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior unsecured obligations of the Company. The Note is one of the Notes referred to in the Supplemental Indenture. To guarantee The Notes of this series include the due Notes of this series issued on the Issue Date and punctual payment any Additional Notes of this series issued in accordance with Section 2.14 of the principal Base Indenture. The Notes of this series and interest, if any, any Additional Notes of this series are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Notes and all other amounts payable by the 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 ability of the Company and its Subsidiaries to create liens, enter into sale and leaseback transactions and enter into mergers and consolidations. The Notes and the Indenture, the Guarantor has unconditionally and irrevocably, are guaranteed to the extent permitted by law, guaranteed such obligations pursuant to provided in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]June 15, 2016 2006 (the “Original Indenture”), between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of March 9, 2012 (the “Third Supplemental Indenture” and, together with the Original Indenture, as it may be further amended or supplemented from time to time in accordance with the terms thereofthereof with application to the Notes, the “Indenture”), among ) between the Issuer, PDVSA Petróleo, S.A., as guarantor (Company and the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. 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. §§ U.S.C.§§ 77aaa-77bbbb) as in effect on the Issue Date date of the Indenture (the “TIATrust Indenture Act”); provided, except as set forth however, that in the Indentureevent the Trust Indenture Act is amended after such date, “Trust Indenture Act” shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended). The Capitalized terms of used herein and not defined herein have the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are general unsecured senior obligations of the IssuerCompany. Each Holder, by accepting a Note, agrees to The aggregate principal amount of securities that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 6⅜% Senior Notes due 2022 referred to in the IndentureIndenture (the “Notes”). To guarantee the due and punctual payment The Notes include (i) $600,000,000 aggregate principal amount of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer issued under the Indenture on March 9, 2012 and (ii) if and when issued, additional Notes that may be issued from time to time under the Notes when and as the same shall be due and payableIndenture subsequent to March 9, whether at maturity, by acceleration or otherwise, according to the terms of the 2012 (herein called “Additional Notes”). The Notes and any Additional Notes will be treated as a single class of securities under the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]December 6, 2016 2011 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleothe Guarantors and The Bank of New York Mellon Trust Company, S.A., as guarantor N.A. (the “GuarantorTrustee”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 date of the Indenture (the “TIAAct”), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture and the Act for a statement of those terms, and Holders (as defined in . To the extent any provision of this Note conflicts with the express provisions of the Indenture) are referred to , the provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the Notes 7.125% Senior Notes, Series A, due 2021 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $182,060,000 principal amount of the principal and interestIssuer’s 7.125% Senior Notes, if anySeries A, on the Notes and all other amounts payable by the Issuer due 2021 issued under the Indenture on December 6, 2011 (the “Initial Notes”) and (ii) if and when issued, additional 7.125% Senior Notes, Series A, due 2021 or 7.125% Senior Notes, Series B, due 2021 of the Issuer that may be issued from time to time under the Indenture subsequent to December 6, 2011 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and as the same shall be due considered collectively as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the incurrence of secured indebtedness and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. This Note is one of a duly authorized issue of Notes --------- of Holdings designated as its 11 1/2% Senior Discount Notes Due 2008, Series B (herein called the "Initial Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $218,838,000, which may be issued the Notes under an indenture (herein called the "Indenture"), dated as of October [ ]August 12, 2016 1998, between Holdings and Bank of Montreal Trust Company, as trustee (as it may be amended or supplemented from time herein called the "Trustee," which term includes any successor Trustee under the Indenture), to time in accordance with 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 Holdings, the Trustee and the Holders of the Notes, and of the terms thereofupon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the “Indenture”Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), among issued in exchange for the Issuer, PDVSA Petróleo, S.A., as guarantor (Initial Notes pursuant to the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agentRegistration Rights Agreement. The Indenture imposes certain limitations on the IssuerInitial Notes, the Guarantor Private Exchange Notes and its Subsidiariesthe Unrestricted Notes are treated as a single class of securities under the Indenture. All 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. §§ 77aaa-77bbbb) as in effect on the Issue Date ("TIA"). Notwithstanding anything to the “TIA”)contrary herein, except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each HolderIndenture shall alter or impair the obligation of Holdings, by accepting a Notewhich is absolute and unconditional, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Notes under an Indenture, Indenture dated as of October [ ]February 21, 2016 2025 (the “Base Indenture”), as it may be supplemented and amended by the First Supplemental Indenture dated as of February 21, 2025 (the “First Supplemental Indenture” and the Base Indenture, as so supplemented and amended and further supplemented or supplemented amended from time to time in accordance with respect to the terms thereofNotes, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the IssuerCompany, the Guarantor Subsidiary Guarantors and its Subsidiariesthe 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 date of the First Supplemental Indenture (the “TIATrust Indenture Act”), except as set forth in . Capitalized terms used herein and not defined herein have the Indenture. The terms of the Notes include those stated meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of those terms, and Holders (as defined in . To the extent any provision of this Note conflicts with the express provisions of the Indenture) are referred to , the provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior unsecured, unsubordinated obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureCompany. This Note is one of the Initial Notes referred to in the Indenture. To guarantee The Notes include the due Initial Notes issued on the Issue Date and punctual payment any Additional Notes issued in accordance with Section 2.3 of the principal First Supplemental Indenture. The Initial Notes and interest, if any, any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Notes and all other amounts payable by the 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 ability of the Notes Company and the Indentureits Subsidiaries to create Liens, the Guarantor has unconditionally enter into sale and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent lease-back transactions and on behalf of the Holdersenter into mergers and consolidations.

Indenture. The Issuer issued the Notes under pursuant to an Indenture, Indenture dated as of October [ ]April 9, 2016 2020 (the “Base Indenture”) among the Issuer, the Guarantors and the Trustee, as it may be amended or and supplemented from time with respect to time in accordance the Notes by the Seventh Supplemental Indenture dated as of June 24, 2020 (the “Seventh Supplemental Indenture”; the Base Indenture, as amended and supplemented with respect to the terms thereofNotes by the Seventh Supplemental Indenture, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms of the Notes include those stated in the Indenture and and, following the qualification of the Base Indenture under the Trust Indenture Act, 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. The terms of the Notes include those stated in the IndentureAct. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those termsand, and Holders (as defined to the extent so included in the Indenture) are referred , to the Trust Indenture and the TIA Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the Issuer. Each Holder, by accepting a Note, agrees to The Indenture does not limit the aggregate principal amount of Notes that may be bound by all of the terms and provisions of the Indenture, as amended from time to timeissued thereunder. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of The Issuer’s obligations under the Notes referred are unconditionally guaranteed on a senior secured basis, to the extent set forth in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitySecurity Documents, by acceleration or otherwise, according to the terms each of the Notes Secured Guarantors and on a senior unsecured basis by each of the Indenture, the Guarantor has unconditionally and irrevocably, Unsecured Guarantors to the extent permitted by law, guaranteed such obligations pursuant to set forth in the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersIndenture.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]March 20, 2016 2025, among the Issuer, the Guarantors party thereto from time to time and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior unsecured, unsubordinated obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 6.50% Senior Notes due 2033 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $450,000,000 principal amount of the principal and interest, if any, on the Issuer’s 6.50% Senior Notes and all other amounts payable by the Issuer due 2033 issued under the Indenture on March 20, 2025 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to March 20, 2025 (the “Additional Notes”) as provided in Section 2.01(a) of the Indenture. The Initial Notes and the Additional Notes when shall be considered collectively as a single class for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase; provided that any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the same shall Initial Notes if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes or if the Issuer otherwise determines that any such Additional Notes should be due differentiated from the Initial Notes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the entering into of agreements that restrict distribution from guarantors and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information to the Trustee and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]September 21, 2016 2018, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 8.875% Senior Notes due 2023 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $350,000,000 principal amount of the principal and interest, if any, on the Issuer’s 8.875% Senior Notes and all other amounts payable by the Issuer due 2023 issued under the Indenture on September 21, 2018 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to September 21, 2018 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or Securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. The Issuer Company issued the Notes under an Indenture, dated as of October [ ]April 10, 2016 2001 (the "Indenture"), between the Company and Bankers Trust Company (the "Trustee"). This Note is one of a duly authorized issue of Notes (as it may be amended or supplemented from time to time defined in accordance with the terms thereof, Indenture) of the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., Company designated as guarantor its 10-5/8% Senior Secured Notes due 2011 (the “Guarantor”"Initial Notes"), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on Notes include the Issuer, Initial Notes and the Guarantor and its SubsidiariesExchange Notes issued in exchange for the Initial Notes pursuant to 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. §§ U.S. Code Sections 77aaa-77bbbb) (the "TIA "), as in effect on the Issue Date (the “TIA”), except as set forth in the Indenture. The terms date of the Notes include those stated Indenture until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the Indenturedate on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior general obligations of the IssuerCompany. The Notes are not limited in aggregate principal amount and Additional Notes (as defined in the Indenture) may be issued from time to time under the Indenture, in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Initial Notes that will be issued on the Closing Date (as defined in the Indenture) will not exceed EURO 250,000,000. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holders.

Indenture. The Issuer Issuers issued the Notes under an Indenture, Indenture dated as of October [ ]January 24, 2016 2001 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “"Indenture”"), among the Issuer, PDVSA Petróleo, S.A., as guarantor (Issuers and the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesTrustee. 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) as in effect on the Issue Date (the “"TIA”"), except as set forth in the Indenture. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended 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 such terms, and Noteholders are referred to the Indenture and the TIA for a statement of those terms. The Notes are unsecured senior obligations of the Issuers limited to $500,000,000 aggregate principal amount at maturity, except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 307, 310, 906, 1012, 1013 or 1108 or pursuant to an Exchange Offer or Private Exchange Offer, and, subject to compliance with the covenants contained in this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, up to $500,000,000 aggregate principal amount of Additional Notes having substantially identical terms and conditions as the Initial Notes. This Note is one of the [Initial]/1/ Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on The Notes include the Notes and all other amounts payable by any Exchange Notes or Private Exchange Notes issued in exchange for the Issuer under the Indenture and the Initial Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Additional Notes pursuant to the terms of Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the Incurrence of Indebtedness by the Issuers, and the Issuers' Restricted Subsidiaries, the Guarantor has unconditionally payment of dividends on, and irrevocablythe purchase or redemption of Equity Interests of Mediacom and its Restricted Subsidiaries, to the extent permitted by lawsale or transfer of assets, guaranteed such obligations pursuant to the terms investments of Mediacom and its Restricted Subsidiaries and transactions with Affiliates. In addition, the Indenture in favor limits the ability of the Trustee, the Principal Paying Agent Mediacom and on behalf of the Holdersits Restricted Subsidiaries to restrict distributions and dividends from Restricted Subsidiaries.

Indenture. The Issuer Issuers issued the Notes under an the Base Indenture, dated as of October [ ]December 1, 2016 2014 (the “Base Indenture”), among the Issuers, the Guarantors party thereto and U.S. Bank National Association, as supplemented by the Eighteenth Supplemental Indenture, dated as of August 22, 2024 (the “Eighteenth Supplemental Indenture”), among the Issuers, the Guarantors and the Trustee, as successor in interest to U.S. Bank National Association (as it may be amended or supplemented from time to time in accordance with the terms thereofsupplemented, the “Indenture”). This Note is one of a duly authorized issue of notes of the Issuers designated as its 5.100% Senior Notes due 2030. Except as otherwise provided in Section 9.02 of the Eighteenth Supplemental Indenture, among all Notes shall vote and consent together on all matters as one class, and, except as otherwise provided in Section 9.02 of the IssuerEighteenth Supplemental Indenture, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. The terms none of the Notes include those stated in will have the Indenture and those made part of the Indenture by reference right to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) vote or consent as in effect a class separate from one another on the Issue Date (the “TIA”), except as set forth in the Indentureany matter. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as Terms defined in the Indenture) are referred to the Eighteenth Supplemental Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Eighteenth Supplemental Indenture. 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 obligations of the Issuers. This Note is one of the Notes referred to in the Eighteenth Supplemental Indenture. To guarantee The Indenture imposes certain limitations on the due and punctual payment ability of the principal Issuers and interesttheir Subsidiaries to, if anyamong other things, incur Indebtedness, create or incur Liens and enter into Sale/Leaseback Transactions. The Indenture also imposes limits on the Notes and all other amounts payable by the 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 ability of the Notes Issuers and the Indentureeach Guarantor to consolidate or merge with or into any other Person or convey, the Guarantor has unconditionally transfer or lease all or substantially all its property. These covenants are subject to important exceptions and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersqualifications.

Indenture. The Issuer issued the Notes under an Indenture, dated as of October [ ]May 12, 2016 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent Note Guarantors and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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 IndentureTrustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior obligations of the Issuer. 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 The Notes are general senior obligations, which are secured by a first priority security interest in the Collateral on an equal and not defined herein have ratable basis with the meanings ascribed thereto 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 Holders, the Issuer may issue Additional Notes. All Notes will be treated as a single series of securities under the Indenture. This Note is one The Indenture imposes certain limitations on, among other things, the ability of the Notes referred to in Issuer and 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 or transfer or convey all or substantially all of the IndentureIssuer’s assets. To guarantee the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on the Notes and all other amounts payable by the 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 Guarantor has CEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and irrevocablyseverally, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture Indenture. Each Note Guarantee will be subject to release as provided in favor the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the Trusteemaximum amount as will, the Principal Paying Agent 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 Holdersobligations 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 Issuer issued the Notes under an Indenture, Indenture dated as of October [ ]2, 2016 2020, among the Issuer, the Guarantors and the Trustee (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its Subsidiaries. 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. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such termsterms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of those terms, . In the event of a conflict between the terms of the Notes and Holders (as defined in the terms of the Indenture) are referred to , the terms of the Indenture and the TIA for a statement of such terms and provisionsshall control. The Notes are senior obligations of the Issuer. Each Holder, by accepting a Note, agrees to The aggregate principal amount of Notes that may be bound by all of authenticated and delivered under the terms and provisions of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the IndentureIndenture is unlimited. This Note is one of the 5.875% Senior Notes due 2028 referred to in the Indenture. To guarantee the due and punctual payment The Notes include (i) $600,000,000 principal amount of the principal and interest, if any, on the Issuer’s 5.875% Senior Notes and all other amounts payable by the Issuer due 2028 issued under the Indenture on October 2, 2020 (the “Initial Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture subsequent to October 2, 2020 (the “Additional Notes”) as provided in Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes when and shall be considered collectively as a single class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the same shall be due existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax or securities law purposes. The Indenture imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted subsidiaries and payable, whether at maturity, by acceleration or otherwise, according the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the terms provision of financial information and the provision of guarantees of the Notes and the Indenture, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holderscertain subsidiaries.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 3/4% Senior Notes due 2009, Series B (herein called the "Exchange Notes"). The Issuer Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $325,000,000, which may be issued the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]April 23, 2016 (as it may be amended or supplemented from time to time in accordance with 1999, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankCompany and State Street Bank and Trust Company of California, N.A., as trusteetrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), Law Debenture Trust Company to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of New Yorkthe respective rights, as registrarlimitations of rights, transfer agent duties, obligations and principal paying agentimmunities thereunder of the Company, GLAS Americas LLCthe Trustee and the Holders of the Notes, as collateral agent and Banque Internationale à Luxembourgof the terms upon which the Notes are, Société Anonymeand are to be, as Luxembourg listing agent authenticated and paying agentdelivered. 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 imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ▇▇.▇▇. 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

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 Issuer Notes 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 the Notes under an indenture (herein called the "Indenture, ") dated as of October [ ]May 5, 2016 (as it may be amended or supplemented from time to time in accordance with 1998, by and between the terms thereof, the “Indenture”), among the Issuer, PDVSA Petróleo, S.A., as guarantor (the “Guarantor”), MUFG Union BankCompany and State Street Bank and Trust Company of California, N.A., as trusteetrustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), Law Debenture Trust Company to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of New Yorkthe respective rights, as registrarlimitations of rights, transfer agent duties, obligations and principal paying agentimmunities thereunder of the Company, GLAS Americas LLCthe Trustee and the Holders of the Notes, as collateral agent and Banque Internationale à Luxembourgof the terms upon which the Notes are, Société Anonymeand are to be, as Luxembourg listing agent authenticated and paying agentdelivered. 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 imposes certain limitations on and not otherwise defined herein shall have the Issuer, meanings assigned to them in the Guarantor and its SubsidiariesIndenture. 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"), as in effect on the Issue Date (the “TIA”), except as set forth in date of the Indenture. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms, and Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior obligations no provisions of this Note or of the Issuer. Each Holder, by accepting a Note, agrees to be bound by all Indenture shall alter or impair the obligation of the terms Company, which is absolute and provisions of the Indentureunconditional, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of pay the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Issuer 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 Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the Holdersherein prescribed.

Indenture. The Issuer Company issued the Notes Securities under an Indenture, dated as of October [ ]July 13, 2016 1999 (the "Indenture"), by and among the Company, the Guarantors named --------- therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Security is one of a duly authorized issue of Securities of the Company designated as its 10 1/8% Senior Notes due 2006, Series B limited in aggregate principal amount to $250,000,000, which may be issued under the Indenture. The Securities include the Initial Securities (as it may be amended or supplemented from time to time defined in accordance with the terms thereofIndenture), the “Private Exchange Securities (as defined in the Indenture”) and the Unrestricted Securities (as defined in the Indenture), among . All Securities issued under the Issuer, PDVSA Petróleo, S.A., Indenture are treated as guarantor (a single class of securities under the “Guarantor”), MUFG Union Bank, N.A., as trustee, Law Debenture Trust Company of New York, as registrar, transfer agent and principal paying agent, GLAS Americas LLC, as collateral agent and Banque Internationale à Luxembourg, Société Anonyme, as Luxembourg listing agent and paying agent. The Indenture imposes certain limitations on the Issuer, the Guarantor and its SubsidiariesIndenture. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S)(S) 77aaa-77bbbb) (the "TIA"), as in effect on the Issue Date date of --- the Indenture (the “TIA”), except as set forth otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The terms of Notwithstanding anything to the Notes include those stated in contrary herein, the Indenture. The Notes Securities are subject to all such terms, and Holders are referred to the Indenture for a statement holders of those terms, and Holders (as defined in the Indenture) Securities are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes Securities are senior general unsecured obligations of the IssuerCompany. Each HolderPayment on the Securities is guaranteed (each, a "Guarantee") on a --------- senior basis, jointly and severally, by accepting a NoteMetris Direct, agrees to be bound by all Inc. and each Restricted Subsidiary of the terms and provisions Company which guarantees the Securities (each, a "Guarantor") --------- pursuant to Article Ten of the Indenture, as amended from time to time. Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. This Note is one of the Notes referred to in the Indenture. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the 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 IndentureIn certain circumstances, the Guarantor has unconditionally and irrevocably, to the extent permitted by law, guaranteed such obligations pursuant to the terms of the Indenture in favor of the Trustee, the Principal Paying Agent and on behalf of the HoldersGuarantees may be released.