Common use of OPTION OF HOLDER TO ELECT PURCHASE Clause in Contracts

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change [ ] If you want to elect to have only part of Control Offer: this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedprincipal amount: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this NoteSecurity.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 [FORM OF AFFILIATE SUBORDINATION AGREEMENT] This AFFILIATE SUBORDINATION AGREEMENT, dated (this “Affiliate Subordination Agreement”), is delivered pursuant to that certain Indenture, dated as of the date hereof (as it may be amended, supplemented or otherwise modified, the “Indenture”; the terms defined therein and not otherwise defined herein being used herein as therein defined), between Associated Materials, LLC (“Issuer”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas (the “Trustee”). Pursuant to Section 4.03(d) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedof the Indenture, the undersigned hereby unconditionally guaranteesagree that all Indebtedness of Issuer or any of its Restricted Subsidiaries issued to and held by the undersigned, as principal obligor and not only as a suretyan Affiliate of Issuer, in each case whether incurred prior to or arising after the Holder date of this Note Affiliate Subordination Agreement (the “Affiliate Debt”), shall (i) have a stated maturity and provide for no payment of the principal of or cash payments in United States dollars of principal of, interest or premium, if any, and interest on this Note thereof, prior to six months after the Stated Maturity of the Securities, (and including Additional Interest payable thereonii) constitute “Affiliate Subordinated Indebtedness” (as such term is defined in the amounts Indenture) and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined belowiii) or the Note, to the Holder of this Note and the Trustee, all in accordance with and be subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Affiliate Subordination Agreement.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion part of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 5.5 of the Sixth Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If you want to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 5.5 of the Sixth Supplemental Indenture, state the amount you elect to be have purchased: $ purchased(multiple of $1,000, but not less than $2,000) Date: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Signature Guarantee: SIGNATURE GUARANTEE Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security Number is $[ ]. The following increases or Taxpayer Identification Numberdecreases in this Global Security have been made: EXHIBIT C Date ofExchange Amount of decrease inPrincipal Amount ofthis Global Security Amount of increasein Principal Amount of this Global Security Principal Amountof this Global Security following such decrease or increase Signature ofauthorized signatoryof Trustee or DebtSecurities Custodian NOTATION OF GUARANTEE For value received, Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally guarantees, as principal obligor and not only as a surety, to the Holder extent set forth in the Sixth Supplemental Indenture and subject to the provisions in the Indenture dated as of this Note March 15,1988 (the cash payments in United States dollars “Base Indenture”), between the Issuer and The Bank of New York, as trustee, as amended by the First Supplemental Indenture, dated May 31, 2005 (the “First Supplemental Indenture”), among the Issuer, The Bank of New York, as resigning trustee, and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as successor trustee (the “Trustee”), as further amended by the Second Supplemental Indenture, dated July 17, 2007 (the “Second Supplemental Indenture”), between the Issuer and the Trustee, as further amended by the Third Supplemental Indenture, dated May 4, 2010 (the “Third Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, as further amended by the fourth supplemental indenture, dated January 29, 2011 (the “Fourth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, as further amended by the fifth supplemental indenture, dated March 25, 2011 (the “Fifth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee, and as further amended by the sixth supplemental indenture, dated February 7, 2012 (the “Sixth Supplemental Indenture”), among the Issuer, the guarantors party thereto and the Trustee which collectively constitutes the indenture governing the Debt Securities (the Base Indenture, as amended by the First Supplemental Indenture, Second Supplemental Indenture, Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental Indenture and Sixth Supplemental Indenture, the “Indenture”), (a) the due and punctual payment of the principal of, and premium, if any, and interest on this Note (the Notes, when and including Additional Interest payable thereon) in as the amounts and at the times when same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal, premium, if anyprincipal of, and premium and, to the extent permitted by law, interest, if any, of this Note, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under the Indenture (as defined below) or the Note, Issuer to the Holder of this Note and holders or the Trustee, all in accordance with the terms set forth in Article Seven of the Sixth Supplemental Indenture, and subject (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, all in accordance with the terms set forth in Article Seven of the Sixth Supplemental Indenture. The obligations of the Guarantors to the holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Six of the Sixth Supplemental Indenture, and reference is hereby made to the Indenture for the precise terms and limitations of this Note, Article X Guarantee. Each holder of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of Note to which this Guarantee shall not be affected is endorsed, by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each accepting such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating agrees to the above captioned Notes and as provided in Section 2.6 of shall be bound by such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:provisions.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change Section 4.10 ¨ Section 4.15 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to be have purchased: $ purchasedUS$ Date: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized officer of Trustee or Taxpayer Identification NumberCustodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER [Company address block] [Registrar address block] Re: EXHIBIT C GUARANTEE For value received5.00% Senior Notes due 2021 of MCE Finance Limited Reference is hereby made to the Indenture, dated as of February 7, 2013 (the undersigned hereby unconditionally guarantees“Indenture”), among MCE Finance Limited, as principal obligor issuer (the “Company”), each Subsidiary Guarantor and not only Deutsche Bank Trust Company Americas, as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Notetrustee. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested ) owns and proposes to transfer the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note Note[s] or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note Note[s] specified in Annex A hereto, in the principal amount of US$ in such Note[s] or interests (or the portion thereof indicated above“Transfer”); or ¨ has requested , to (the Trustee by written order to exchange or register the transfer of a Note or Notes“Transferee”), as further specified in Annex A hereto. In connection with such request and in respect of each such Notethe Transfer, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, certifies that: [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:CHECK ALL THAT APPLY]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.13 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change [ ] Section 4.10 [ ] Section 4.13 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.13 of the Indenture, state the principal amount you elect to be have purchased: $ purchased$______________ Date: $ Dated: Your Signature: ---------------- --------------------------------- (Sign exactly as your name appears on the other side face of this Note) Signature Guarantee: (:* ---------------------------- -------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: guarantor acceptable to the Trustee). EXHIBIT C FORM OF SUBSIDIARY GUARANTEE For value received, Each of the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premiumSubsidiary Guarantors, if any, hereby, jointly and severally and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and premium and interest on this Note (and including Additional Interest payable thereon) the Notes shall be promptly paid in the amounts and full when due, whether at the times when due maturity, by acceleration, redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on premium and interest on the Notes, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the TrusteeTrustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason and the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The obligations of the Subsidiary Guarantors to the Holders of Notes and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture (including the subordination provisions thereof) are expressly set forth in Article 11 of the Indenture, and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. The terms of Article 11 of the Indenture are incorporated herein by reference. This is a continuing Subsidiary Guarantee and shall remain in full force and effect and shall be binding upon each of the Subsidiary Guarantors and its respective successors and assigns to the extent set forth in the Indenture until full and final payment of all of the Company's Obligations under the Notes and the Indenture and shall inure to the benefit of the Trustee and the Holders of Notes and their successors and assigns and, in the event of any transfer or assignment of rights by any Holder of Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and limitations conditions hereof. Notwithstanding the foregoing, any Subsidiary Guarantor that satisfies the provisions of this Note, Article X Section 11.4 of the Indenture and this Guaranteeshall be released of its obligations hereunder. This is a Subsidiary Guarantee will become effective in accordance with Article X of the Indenture payment and its terms shall be evidenced thereinnot a guarantee of collection. The validity and enforceability of this This Subsidiary Guarantee shall not be affected valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have been executed by the fact Trustee under the Indenture by the manual signature of one of its authorized officers. For purposes hereof, each Subsidiary Guarantor's liability will be that it amount from time to time equal to the aggregate liability of such Subsidiary Guarantor hereunder but shall be limited to the lesser of (i) the aggregate amount of the obligations of the Company under the Notes and the Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (federal Bankruptcy Law and in the “Company”) Debtor and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts Creditor law of the State of New York York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any action lawsuit or other proceeding arising out of or relating in which such Subsidiary Guarantor is a party that the amount guaranteed pursuant to this Guarantee. This its Subsidiary Guarantee is subject to release upon the terms amount set forth in clause (i) above unless any creditor, or representative of creditors of such Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the Indentureaggregate liability of such Subsidiary Guarantor is limited to the amount set forth in clause (ii). [GUARANTOR] The Indenture provides that, in making any determination as to the solvency or sufficiency of capital of a Subsidiary Guarantor in accordance with the previous sentence, the right of such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, contractual or otherwise, shall be taken into account. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. 137 THE CANTON OIL & GAS COMPANY By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- PEAKX XXXRGY, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- WARD XXXE DRILLING, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- TARGET OILFIELD PIPE & SUPPLY COMPANY By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- 138 EXHIBIT D(1) D FORM OF REGULATION S CERTIFICATE TRANSFEREE LETTER OF REPRESENTATION Beldxx & Xlakx Xxxporation c/o LaSalle National Bank 135 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Xxxxxxxx 00000 Xxar Sirs: This letter relates certificate is delivered to U.S. $ principal amount at maturity of Notes represented by request a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of the 9 7/8% Senior Subordinated Notes held in * book-entry or * certificated form by due 2007 (the “Transferor”"Notes") of Beldxx & Xlake Corporation (the "Company"). The Transferor:* ¨ has requested Upon transfer, the Trustee by written order to deliver in exchange for its beneficial interest Notes would be registered in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements name of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Bynew beneficial owner as follows: Name: Title Date-------------------------------------- Address: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention----------------------------------- Taxpayer ID Number: [ ] Re: National Beef Packing Company, L.P. ------------------------ The undersigned represents and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm warrants to you that:

OPTION OF HOLDER TO ELECT PURCHASE. This undersigned Holder elects to have this Note purchased by the Issuer pursuant to Section 4.06 of the Indenture: If you wish want to elect to have all or any portion only part of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.06 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change amount (in denominations of Control Offer: $25 and integral multiples of $25 in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: excess thereof): $ Dated: SignatureSigned: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, guarantor program reasonably acceptable to the Holder Trustee) SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTESa The following exchanges of a part of this Global Note the cash payments for an interest in United States dollars another Global Note or for a Physical Note, or exchanges of principal ofa part of another Global Note or Physical Note for an interest in this Global Note, premium, if any, and interest on this have been made: Date of Exchange Amount of decrease in Principal Amount of The Global Note (and including Additional Interest payable thereon) Amount of increase in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal Amount of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee of Note custodian a This schedule should be included only if the Note is issued in global form. EXHIBIT B FORM OF LEGEND Each Global Note authenticated and delivered hereunder shall bear the Trusteefollowing legend: THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, all in accordance with and subject to the terms and limitations of this NoteAND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. A NEW YORK CORPORATION (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “IndentureDTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.14 OF THE INDENTURE. THIS GUARANTEE SHALL BE GOVERNED BY, NOTE IS IN REGISTERED FORM WITHIN THE MEANING OF TREASURY REGULATIONS SECTION 1.871-14(c)(1)(i) FOR U.S. FEDERAL INCOME AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:WITHHOLDING TAX PURPOSES.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have this Note purchased by the Company pursuant to Section 411 or Section 415 of the Indenture, check the box: [ ]. If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 411 or Section 4.15 (“Change of Control Offer”) 415 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: amount (in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedprincipal amount) below: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Note Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decreases in Principal Amount of this Note, Article X Global Note Amount of the Indenture and this Guarantee. This Guarantee will become effective increases in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability Principal Amount of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as Global Note Principal amount of August 6this Global Note following such decreases or increases Signature of authorized officer of Trustee or Notes Custodian EXHIBIT C Form of Certificate of Beneficial Ownership On or after [ ], 200320[ ] WILMINGTON TRUST, among National Beef Packing CompanyNATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, L.P. Xxxxxxxxxxx 00000 Attention: Corporate Trust Department19 Re: HD Supply, Inc. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association[ ]% Senior Secured First Priority Notes due [ ], as trustee 20[ ] (the “Trustee[ ] Notes”) Ladies and Gentlemen: This letter relates to $ principal amount of Notes represented by the offshore [temporary] global note certificate (the “[Temporary] Regulation S Global Note”). Pursuant to Section 313(3) of the Indenture dated as of April 12, 2012, relating to the Notes (as amended amended, supplemented, waived or supplementedotherwise modified, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the [Temporary] Regulation S Global Note and (or 2) we will hold such securities on behalf ofare either (i) a person outside the United States Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the U.S. Securities Act of 1933, as amendedamended (the “Act”) or (ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. You You, the Company and counsel for the Issuers Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature 19 Insert successor address or Trustee, as applicable. EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES D Form of Regulation S Certificate WILMINGTON TRUST, [ ] [ ] [ ] NATIONAL ASSOCIATION 000 Xxxxx Xxxx Xxxxx 000 Xxxxxxxx, Xxxxxxxxxxx 00000 Attention: [ ] Corporate Trust Department20 Re: National Beef Packing CompanyHD Supply, L.P. and NB Finance Corp. Inc. (the “IssuersCompany”) 10 1/2[ ]% Senior Secured First Priority Notes due 2011 [ ], 20[ ] (the “Notes”) Dear SirsLadies and Gentlemen: This Certificate relates to In connection with our proposed sale of $ aggregate principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ Notes, we confirm that such sale has requested the Trustee by written order been effected pursuant to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar accordance with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act Regulation S (as defined below“Regulation S”) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuersaccordingly, we confirm thathereby certify as follows:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Company pursuant to Section 410 or any portion 414 of the Indenture, check the box: [ ]. If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 410 or Section 4.15 (“Change of Control Offer”) 414 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount (in principal amount): $ Date: ¨ Change of Control OfferSigned: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Signature: __________________ ___________________________ (Sign exactly as your name appears on the other side of this the Note) Signature Guarantee: _______________________________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized "STAMP") or such other "signature guarantee medallion program) Social Security Number " as may be determined by the Note Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Amount of Amount of Principal amount Signature Exchange decreases in increases in of this Note, Article X Global Note of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability authorized Principal Principal following such officer or Trustees Amount of this Amount of this decreases or of Securities Global Note Global Note increases Custodian EXHIBIT B Form of Supplemental Indenture in Respect of Note Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture SUPPLEMENTAL INDENTURE, dated as of August 6, 2003[_________] (this "Supplemental ------------ Indenture"), among National Beef Packing Company, L.P. [name of [New Note Guarantor[s]/25/] (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association"New Note --------- -------- Guarantor[s]"), as trustee Telecommunications Techniques Co., LLC, a Delaware limited ------------ liability Company (the “Trustee”) "Company"), [any] [the] [each other] then existing Note Guarantor[s] under the Indenture referred to below (as amended or supplementedthe "Existing Guarantor[s]"), Dynatech Corporation, a corporation organized under the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts laws of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon Massachusetts, as Parent Guarantor (the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1"Parent Guarantor") FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing and State Street Bank and Trust Company, L.P. and NB Finance Corp. as Trustee (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7"Trustee") under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant Indenture referred to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:below.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offer: ¨ Change ¨Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be purchased: $ Amount to be purchased: $ purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) ” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTES The following exchanges of a surety, to the Holder part of this Global Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior for Certificated Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party part of another Global Note have been made: Date of Exchange Amount of decrease in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held this Global Note Amount of increase in * book-entry principal amount of this Global Note Principal amount of this Global Note following such decrease (or * certificated form by increase) Signature of authorized officer of Trustee or Registrar EXHIBIT B FORM OF SERIES B NOTE (the Face of Note) MOBILE MINI, INC. 5.875% SENIOR NOTE DUE 2024 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“TransferorDTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Transferor:* ¨ has requested OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2 2 To be included only if the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own accountissued in global form. MOBILE MINI, without transferINC. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/25.875% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:SENIOR NOTE DUE 2024 CUSIP No.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have all of this Note purchased by the Company pursuant to ‎Section 4.10 or ‎Section 4.11 of the Indenture, check the box: ☐ If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section ‎Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) ‎Section 4.11 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount (in original principal amount) below: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: US$_______________ Date:_______________ Your Signature: :_______________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Guarantee3:_______________ ___________________________ 3Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (Participant in recognized “ STAMP ”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Trustee in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. PARENT GUARANTEE The Parent Guarantor, hereby fully and subject unconditionally guarantees to the terms and limitations of this Note, Article X holders of the Indenture Notes upon which this Parent Guarantee is endorsed the due and this Guarantee. This Guarantee will become effective in accordance with Article X punctual payment of the Indenture principal of and its terms shall be evidenced therein. The validity interest on and enforceability of this Guarantee shall not be affected by all other amounts (including, without limitation, Additional Amounts) payable under such Note provided for pursuant to the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture Indenture, dated as of August 6[●], 2003, 2017 (the “Indenture”) among National Beef Packing Company, L.P. Energy Resources LLC (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented), the “Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each The obligations of the Parent Guarantor hereby agrees to submit to the jurisdiction holders of the courts Notes to which this Parent Guarantee relates are subject to the further provisions set forth in ‎Article 12 of the State of New York in any action or proceeding arising out of or relating Indenture, and reference is hereby made to this Guaranteesuch Article and the Indenture for such purpose. This Parent Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Parent Guarantee is subject to release upon endorsed shall have been executed by the terms Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. SIGNED for and on behalf of Mongolian Mining Corporation (In Provisional Liquidation) acting by one of its Joint Provisional Liquidators as agent and without personal liability By: Name: Xxxxx Xxxxxx Title: Joint Provisional Liquidator of the Parent Guarantor SUBSIDIARY GUARANTEE Each Subsidiary Guarantor, hereby fully and unconditionally guarantees to the holders of the Notes upon which this Subsidiary Guarantee is endorsed the due and punctual payment of the principal of and interest on and all other amounts (including, without limitation, Additional Amounts) payable under such Notes provided for pursuant to the Indenture, dated as of [GUARANTOR] ●], 2017 (the “Indenture”) among Energy Resources LLC (the “Company”), the Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture. The obligations of each Subsidiary Guarantor to the holders of the Notes to which this Subsidiary Guarantee relates are subject to the further provisions set forth in ‎Article 13 of the Indenture, and reference is hereby made to such Article and the Indenture for such purpose. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Subsidiary Guarantee is endorsed shall have been executed by the Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. Mongolian Coal Corporation Limited as Subsidiary Guarantor By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended CertificateMongolian Coal Corporation S.à.x.x. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Subsidiary Guarantor By: Name: Title DateTitle: EXHIBIT E FORM OF Energy Resources Corporation LLC as Subsidiary Guarantor By: Name: Title: Energy Resources Rail LLC as Subsidiary Guarantor By: Name: Title: [Gobi Road LLC] as Subsidiary Guarantor By: Name: Title: Tavan Tolgoi Airport LLC as Subsidiary Guarantor By: Name: Title: By: Name: Title: Enrestechnology LLC as Subsidiary Guarantor By: Name: Title: Ukhaa Khudag Water Supply LLC as Subsidiary Guarantor By: Name: Title: United Power LLC as Subsidiary Guarantor By: Name: Title: Schedule A The initial principal amount of this Global Note is US$_____________. Changes in principal amount of this Global Note are set forth below: Date Principal amount by which this Global Note is to be decreased and reason for decrease Principal amount by which this Global Note is to be increased and reason for increase Remaining principal amount of this Global Note after such decrease or increase TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR Trustee The Bank of New York Mellon 000 Xxxxxxx Xxxxxx New York, NY 10286 United States of America Principal Paying Agent The Bank of New York Mellon, London Branch One Canada Square Xxxxxx X00 0XX Xxxxxx Xxxxxxx Transfer Agent and Registrar The Bank of New York Xxxxxx XX/NV, Luxembourg Branch Vertigo Building – Polaris 0-0 xxx Xxxxxx Xxxxxxx L-2453 Luxembourg XXXXXXX X-0 ENERGY RESOURCES LLC AUTHORIZATION CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS [●], [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company2017 I, L.P. and NB Finance Corp. Battsengel Gotov, Chief Executive Officer, acting on behalf of Energy Resources LLC, a limited liability company established under the laws of Mongolia at Xxxxxxx Xxxxx, 00/X, 0 Xxxxxxxxxx Xxxxxx, XXX-0, Ulaanbaatar, 210620a, Mongolia (the “IssuersCompany”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers), we confirm hereby certify that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offer: ¨ Change following box. [ ] If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 4.15 of the Indenture, state the amount you elect to be have purchased: $ purchased$------------ Date: $ Dated: Your Signature: ---------------- ---------------- (Sign exactly as your name appears on the other side of this Note) Tax Identification No.: -------- Signature Guarantee: .* * Signature must be guaranteed by an eligible guarantor institution within the meaning of Securities and Exchange Commission Rule 17Ad-15 (Participant including banks, stock brokers, savings and loan associations, national securities exchanges, registered securities associations, clearing agencies and credit unions) with membership or participation in recognized an approved signature guarantee medallion program) Social program if this Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedis to be delivered other than to, and in the name of, the undersigned hereby registered holder. SCHEDULE OF EXCHANGES OF NOTES2 The following exchanges of a part of this Global Note for other Notes have been made: ------------------------------------------------------------------------------- Principal Amount of Amount of Amount of this Global decrease in increase in Note Signature of Principal Principal following authorized Amount of Amount of such signatory of Date of this Global this Global decrease (or Trustee or Exchange Note Note increase) Note Custodian --------- ----------- ----------- ------------ -------------- ------------------------------- 2 This should only be included if the Note is issued in global form [EXHIBIT B SUBSIDIARY GUARANTY Subject to Section 12.06 of the Indenture, each Subsidiary Guarantor hereby, jointly and severally, unconditionally guarantees, as principal obligor guaranties to each Holder of a Note authenticated and not only as a surety, delivered by the Trustee and to the Holder Trustee and its successors and assigns, irrespective of this Note the cash payments in United States dollars validity and enforceability of the Indenture, the Notes and the Obligations of the Issuer under the Notes or under the Indenture, that: (a) the principal of, premium, if any, interest, if any, on the Notes will be promptly paid in full when due, subject to any applicable grace period, whether at maturity, by acceleration, redemption or otherwise, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if anyany (to the extent permitted by law), and interest on any interest, if any, of this Note, if lawful, on the Notes and the payment or performance of all other payment Obligations of the Issuers Issuer to the Holders or the Trustee under the Indenture (as defined below) or under the Note, to the Holder of this Note Notes will be promptly paid in full and the Trusteeperformed, all in accordance with and subject to the terms thereof; and limitations (b) in case of this Noteany extension of time of payment or renewal of any Notes or any of such other payment Obligations, Article X of the Indenture and this Guarantee. This Guarantee same will become effective be promptly paid in full when due or performed in accordance with Article X the terms of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed extension or renewal, subject to any particular Noteapplicable grace period, whether at stated maturity, by acceleration, redemption or otherwise. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as Failing payment when so due of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplementedany amount so guaranteed for whatever reason, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees Subsidiary Guarantors will be jointly and severally obligated to submit to pay the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:same immediately.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 2.10 (“Change of Control OfferControl”) of the Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 2.10 of the Supplemental Indenture, state the amount you elect to be have purchased: $ purchased$_____________________ Date: $ Dated: ___________________________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this Note) Tax Identification Number: _________________ Signature Guarantee: guarantee:______________ (Participant Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number[Include if Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED NOTES WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: EXHIBIT C GUARANTEE For value receivedGeneral Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (000) 000-0000 Re: WRKCo Inc. 4.650% Senior Note due 2026 CUSIP # Reference is hereby made to that certain indenture dated December 3, 2018 (the “Base Indenture”) and that certain First Supplemental Indenture dated December 3, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the undersigned hereby unconditionally guarantees“Indenture”) each among WRKCo Inc. (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as principal obligor and not only as a surety, to trustee (the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the “Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * (check applicable space) book-entry or * certificated definitive form by (the “Transferor”)undersigned. The Transferor:* ¨ has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Note Security held by the Depositary a Definitive Note or Definitive Notes in certificated, registered form of authorized denominations in and an aggregate principal amount equal to its beneficial interest in such Global Note Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; [_] hereby requests the Registrar or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or NotesNotes to ______________ (transferee). In connection with such request and in respect any transfer of each such Noteany of the Notes evidenced by this certificate, the Transferor does hereby certify undersigned confirms that Transferor is familiar with the Indenture relating to the above captioned such Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is are being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] ByRestricted Notes Legend as further specified below: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm thatCHECK ONE BOX BELOW:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Issuers pursuant to Section 4.06 or any portion 4.09 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount in principal amount: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ $[•] Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT A [FORM OF FACE OF EXCHANGE NOTE]* * [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 of the Rule 144A/Regulation S/IAI Appendix and subject the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.] CUSIP 09747G AB9 ISIN US09747GAB95 No. $ 8% Senior Note due 2020 Boise Paper Holdings, L.L.C., a Delaware limited liability company, and Boise Co-Issuer Company, a Delaware corporation, promise to pay to [•], or registered assigns, the terms principal sum of $[•] [(as such sum may be increased or decreased as reflected on the Schedule of Increases or Decreases in Global Note attached hereto)] on April 1, 2020. Interest Payment Dates: April 1 and limitations October 1; commencing October 1, 2010. Record Dates: March 15 and September 15. Additional provisions of this Note are set forth on the other side of this Note. IN WITNESS HEREOF, Article X Boise Paper Holdings, L.L.C. and Boise Co-Issuer Company have caused this instrument to be duly executed. BOISE PAPER HOLDINGS, L.L.C., by Name: Title: by Name: Title: BOISE CO-ISSUER COMPANY, by Name: Title: by Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION XXXXX FARGO BANK, NATIONAL ASSOCIATION as Trustee, certifies that this is one of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed Notes referred to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. by Authorized Signatory Dated: [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ REVERSE SIDE OF EXCHANGE NOTE] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/28% Senior Notes Note due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:2020

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) 1007 or Section 4.15 (“Change of Control Offer”) 1012 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change o Section 1007 o Section 1012 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 1007 or Section 1012 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized signatory of Trustee or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedCustodian * This schedule should be included only if the Note is issued in global form. ANNEX B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , is among [Name of Future Subsidiary Guarantor] (the “New Subsidiary Guarantor”), a subsidiary of Xxxxxxxxxxx International plc, an Irish public limited company [or its permitted successor] (the “Parent Guarantor”), Xxxxxxxxxxx International, LLC, a Delaware limited liability company (“Weatherford Delaware”), each other existing Subsidiary Guarantor (as defined in the Indenture referred to herein), Xxxxxxxxxxx International Ltd., a Bermuda exempted company (the “Issuer”), the undersigned hereby unconditionally guaranteesParent Guarantor and Deutsche Bank Trust Company Americas, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers trustee under the Indenture (as defined below) or the Note, referred to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested New Subsidiary Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors,” or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change 1.1[(m)] of Control Offer”) of the [First] Supplemental Indenture to the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount this Security purchased by the Issuer pursuant to be Amount Section 1.1[(m)] of the [First] Supplemental Indenture to be the Indenture, state the amount you elect to have purchased: $ purchased: $ U.S.$ Dated: SignatureNOTICE: (Sign exactly The signature on this option must correspond with the name as your name it appears on upon the other side face of this Note) Security in every particular without alteration or enlargement or any change whatsoever and be guaranteed by the endorser’s bank or broker. Signature Guarantee: (Participant [To be attached to Global Securities only.] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in recognized signature guarantee medallion program) Social this Global Security Number or Taxpayer Identification Numberhave been made: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder Date of exchange Amount of decrease in Principal Amount of this Note the cash payments Global Security Amount of increase in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal Amount of this NoteGlobal Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or note custodian EXHIBIT B FORM OF FACE OF DEFINITIVE REGISTERED CERTIFICATE No.: DELHAIZE GROUP SA/NV [—]% SENIOR NOTES DUE 20[—] DELHAIZE GROUP SA/NV, if lawful, and a company organized under the payment or performance of all other Obligations laws of the Issuers under the Indenture (as defined below) or the Note, to the Holder Kingdom of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. Belgium (the “Company”) Issuer,” which term includes any successor entity), for value received promises to pay to the registered holder of the Definitive Registered Notes evidenced by this Definitive Registered Certificate, the principal sum of [AMOUNT] U.S. Dollars ($[—]), on [—]. Interest Payment Dates: [—] and NB Finance Corp. [— ] in each year Record Dates: [—] and [—] Reference is made to the further provisions of the Definitive Registered Notes contained herein, which shall for all purposes have the same effect as joint and several obligors (each an “Issuer” and together if set forth at this place. This is to certify that: of is the “Issuers”) and U.S. Bank National Association, as trustee person registered in the register maintained by the Registrar in relation to the Securities (the “TrusteeRegister”) (as amended or supplementedthe duly registered holder of the Securities evidenced by this Registered Definitive Certificate or, if more than one person is so registered, the “Indenture”)first-named of such persons. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYThis Definitive Registered Certificate shall be valid only if the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof (or an authentication agent) by manual signature. Each Guarantor hereby agrees to submit This Definitive Registered Certificate is evidence of entitlement only. Title to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth Securities passes only on due registration in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. Register and NB Finance Corp. (only the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates Holder is entitle to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and payment in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Definitive Registered Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ o Net Proceeds Offer: ¨ o Change of Control Offer: in whole ¨ o in whole ¨ o in part ¨ o in part ¨ Amount to be o Amount to be purchased: $ Amount to be purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: SCHEDULE OF EXCHANGES OF NOTES The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee EXHIBIT C FORM OF GUARANTEE For value received, [each of] the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, guarantees to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers Company under the Indenture (as defined below) or the this Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 64, 20032006, among National Beef Packing Companybetween MxEnergy Holdings Inc., L.P. a Delaware corporation, as issuer (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association), Law Debenture Trust Company of New York, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas as paying agent and registrar (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] MXENERGY CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY CAPITAL CORP. By: Name: Title: ONLINE CHOICE INC. By: Name: Title: MXENERGY GAS CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY ELECTRIC CAPITAL HOLDINGS CORP. By: Name: Title: MXENERGY SERVICES INC. By: Name: Title: XXXXXXXXX.XXX INC. By: Name: Title: MXENERGY GAS CAPITAL CORP. By: Name: Title: MXENERGY ELECTRIC CAPITAL CORP. By: Name: Title: MXENERGY INC. By: Name: Title: MXENERGY ELECTRIC INC. By: Name: Title: TOTAL GAS & ELECTRICITY INC. By: Name: Title: TOTAL GAS & ELECTRICITY (PA) INC. By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] AttentionDeutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Mail Stop: [ ] NYC60-2710 Xxx Xxxx, XX 00000 Re: National Beef Packing Company, L.P. and NB Finance Corp. MxEnergy Holdings Inc. (the “IssuersCompany”) 10 1/2% Floating Rate Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 64, 2003 2006 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of HolderTransferee] By: Authorized Signature EXHIBIT D(2) FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] AttentionDeutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Mail Stop: [ ] NYC60-2710 Xxx Xxxx, XX 00000 Re: National Beef Packing Company, L.P. and NB Finance Corp. MxEnergy Holdings Inc. (the “IssuersCompany”) 10 1/2% Floating Rate Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * o book-entry entry* or o certificated form* certificated form by (the “Transferor”). The Transferor:* ¨ o has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ o Such Note is being acquired for the Transferor’s own account, without transfer. ¨ * Check applicable box o Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ 144A and accordingly the undersigned does hereby certify that the Note is being transferred to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. o Such Note is being transferred to an “Accredited Investoraccredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ o Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ o Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] AttentionDeutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Mail Stop: [ ] NYC60-2710 Xxx Xxxx, XX 00000 Re: National Beef Packing Company, L.P. and NB Finance Corp. MxEnergy Holdings Inc. (the “IssuersCompany”) 10 1/2% Floating Rate Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Floating Rate Senior Notes due 2011 (the “Notes”) of the IssuersCompany, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Issuer pursuant to Section 4.07 of the Indenture, check the box: o If you want to elect to have only part of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.07 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: amount in whole ¨ in whole ¨ in part ¨ in part ¨ Amount principal amount that you elect to be Amount to be purchased: $ have purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject the Securities Exchange Act of 1934, as amended. [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Notes Custodian EXHIBIT 2 to RULE 144A/REGULATION S/IAI APPENDIX FORM OF CERTIFICATE OF TRANSFER Capmark Financial Group Inc. 110 Xxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000 Attention of: General Counsel Deutsche Bank Services Tennessee Inc. 640 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx 00000 Xttention of: Transfer Department Re: Floating Rate Senior Notes Due 2010 Reference is hereby made to the terms Indenture, dated as of May 10, 2007 (the “Indenture”), among Capmark Financial Group Inc., as issuer (the “Issuer”), the Guarantors party thereto and limitations of this NoteDeutsche Bank Trust Issuer Americas, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Noteas trustee. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested ) owns and proposes to transfer the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note Note[s] or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (or the portion thereof indicated above“Transfer”); or ¨ has requested , to (the Trustee by written order to exchange or register the transfer of a Note or Notes“Transferee”), as further specified in Annex A hereto. In connection with such request and in respect of each such Notethe Transfer, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, certifies that: [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:CHECK ALL THAT APPLY]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.01 of the Supplemental Indenture check the box: ☐ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.01 of the Supplemental Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount amount you elect to be Amount to be purchased: $ have purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) (Signatures must be guaranteed by a participant in a recognized Signature Medallion Program or other signature guarantee medallion programguarantor program reasonably acceptable to the Trustee.) Social Security Number [IF A GLOBAL NOTE, INSERT: SCHEDULE OF EXCHANGES OR INTERESTS IN GLOBAL NOTE The following increases or Taxpayer Identification Numberdecreases in this Global Note have been made: Date of Exchange Amount of decrease in principal amount of this Global Note Amount of increase in principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or custodian] EXHIBIT C GUARANTEE For value receivedB [GLOBAL NOTE LEGEND] [IF A GLOBAL NOTE, INSERT: THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE SUPPLEMENTAL INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAYBE REQUIRED PURSUANT TO SECTION 4.06 OF THE BASE INDENTURE, (II) THIS GLOBAL NOTE MAYBE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 4.06 OF THE BASE INDENTURE, (III) THIS GLOBAL NOTE MAYBE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE BASE INDENTURE AND (IV) THIS GLOBAL NOTE MAYBE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]* * Legend to be included only for Global Notes [FORM OF FACE OF NOTE] No. $[ ] CUSIP No. 00000XXX0 ISIN: US05329WAS17 2.400% Senior Notes due 2031 AutoNation, Inc., a Delaware corporation, promises to pay to [ ], or registered assigns, the undersigned hereby unconditionally guaranteesprincipal sum of [ ] Dollars ($[ ])[IF A GLOBAL NOTE, INSERT: , or such other amount as may be specified on the attached schedule reflecting increases and decreased in the principal obligor amount hereof,] on August 1, 2031, unless earlier redeemed or repurchased. Interest Payment Dates: February 1 and not only as a suretyAugust 1, to the Holder commencing February 1, 2022. Record Dates: January 15 and July 15. Additional provisions of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest are set forth on the overdue principal, premium, if any, and interest, if any, other side of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplementedIN WITNESS HEREOF, the “Indenture”)Company has caused this instrument to be duly executed Dated: AUTONATION, INC. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM Dated: TRUSTEE’S CERTIFICATE OF REGULATION S CERTIFICATE AUTHENTICATION XXXXX FARGO BANK, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing CompanyNATIONAL ASSOCIATION as Trustee, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 certifies that this is one of the Indenture (Global Notes referred to in the “within mentioned Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, Signatory [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:REVERSE SIDE OF NOTE]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.09 of the Indenture, check the following box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change amount in principal amount (must be a minimum of Control Offer: $2,000 or an integral multiple of $1,000 in whole ¨ in whole ¨ in part ¨ in part ¨ Amount excess thereof) you elect to be Amount to be have purchased: $ purchased: $ $____________ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Tax Identification No.: Signature Guarantee*: * Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in, and subject to the provisions in, the Indenture dated as of this Note July 6, 2018 among LGI Homes, Inc., a Delaware corporation (together with its successors and assigns, the cash payments in United States dollars “Company”), the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended and supplemented by the Third Supplemental Indenture thereto dated as of June 28, 2021, among the Company, the Subsidiary Guarantors and the Trustee (together, the “Indenture”), (a) the due and punctual payment of the principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premiumpremium on, if any, and interest, if any, on, the Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of this Noteinterest on overdue principal of, premium on, if any, and interest, if any, on, the Notes, if any, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the Trustee, Trustee all in accordance with the terms of the Indenture and subject (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the terms Holders of Notes and limitations of this Note, to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article X of the Indenture and this reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee will become effective in accordance with Article X Each Holder of a Note, by accepting the Indenture same, agrees to and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected bound by the fact that it is not affixed to any particular Notesuch provisions. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] LGI HOMES GROUP, LLC By: Name: Xxxx X. Xxxxx Title: EXHIBIT D(1) Manager RIVERCHASE ESTATES PARTNERS, LLC By: LGI Homes Group, LLC, its Sole Member By: Name: Xxxx X. Xxxxx Title: Manager LGI HOMES-TEXAS, LLC LGI HOMES AZ CONSTRUCTION, LLC LGI HOMES – E SAN ANTONIO, LLC LGI HOMES – ARIZONA, LLC LGI HOMES – FLORIDA, LLC LGI HOMES – GEORGIA, LLC LGI XXXXXXX LAND PARTNERS, LLC LGI HOMES CORPORATE, LLC LGI HOMES SERVICES, LLC LGI HOMES AZ SALES, LLC LGI HOMES – NEW MEXICO, LLC LGI HOMES NM CONSTRUCTION, LLC XXXXXX RANCH PARTNERS, LLC LGI HOMES – COLORADO, LLC LGI HOMES – NC, LLC LGI HOMES – SC, LLC LGI HOMES – TENNESSEE, LLC LGI HOMES – WASHINGTON, LLC LGI HOMES – OREGON, LLC LGI HOMES – ALABAMA, LLC LGI HOMES – MINNESOTA, LLC LGI HOMES – OKLAHOMA, LLC LGI LIVING, LLC LGI HOMES – CALIFORNIA, LLC LGI HOMES – MARYLAND, LLC LGI HOMES – VIRGINIA, LLC LGI HOMES – WEST VIRGINIA, LLC LGI HOMES – WISCONSIN, LLC LGI LEASING, LLC LGI HOMES – PENNSYLVANIA, LLC LGI HOMES – UTAH, LLC By: LGI Homes Group, LLC, its Manager By: Name: Xxxx X. Xxxxx Title: Manager LGI HOMES – NEVADA, LLC By: Name: Xxxxxxxxxxx X. Xxxxx Title: Manager Exhibit B FORM OF REGULATION S CERTIFICATE TRANSFEREE LETTER OF REPRESENTATION LGI Homes, Inc. In care of Wilmington Trust, National Association 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: LGI Homes, Inc. Account Manager Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (principal amount of the “Issuers”) 10 1/24.000% Senior Notes due 2011 2029 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate LGI Homes, Inc. (with its successors and assigns, the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested Upon transfer, the Trustee by written order to deliver in exchange for its beneficial interest Notes would be registered in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements name of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Bynew beneficial owner as follows: Name: Title DateAddress: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] AttentionTaxpayer ID Number: [ ] Re: National Beef Packing Company, L.P. The undersigned represents and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm warrants to you that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have this Note purchased by the Company pursuant to Section 6.9 or 6.13 of the Indenture, check the box: [_____]. If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 6.9 or Section 4.15 (“Change of Control Offer”) 6.13 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: amount (in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedprincipal amount) below: $ purchased__________________ Date: $ Dated: __________________ Your Signature: __________________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: __________________ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Note Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended. SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: Date of Exchange Amount of decreases in Principal Amount of this Note, Article X Global Note Amount of the Indenture and this Guarantee. This Guarantee will become effective increases in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability Principal Amount of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them Global Note Principal amount of this Global Note following such decreases or increases Signature of authorized signatory of Trustee or Notes Custodian EXHIBIT B Form of Supplemental Indenture in the Indenture Respect of Parent Guarantees and Subsidiary Guarantees This SUPPLEMENTAL INDENTURE, dated as of August 6, 2003[______] (this “Supplemental Indenture”), among National Beef Packing Company[name of Guarantor(s)] (the “New Guarantor(s)”), L.P. Xxxxx Holdings LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (and its successors and assigns, the “Company”) ), and NB Finance Corp. as joint Xxxxx Capital Inc., a corporation duly organized and several obligors existing under the laws of the State of Delaware (each an and its successors and assigns, the “Co-Issuer” and and, together with the Company, the “Issuers”) ), and U.S. Bank National Associationeach other then existing Parent Guarantor and Subsidiary Guarantor under the Indenture referred to below (the “Existing Guarantors”), and Computershare Trust Company, N.A., as trustee Trustee under the Indenture referred to below (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.01 of the Supplemental Indenture check the box: ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.01 of the Supplemental Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount amount you elect to be Amount to be purchased: $ have purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) (Signatures must be guaranteed by a participant in a recognized Signature Medallion Program or other signature guarantee medallion programguarantor program reasonably acceptable to the Trustee.) Social Security Number [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF EXCHANGES OR INTERESTS IN GLOBAL NOTE The following increases or Taxpayer Identification Numberdecreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian EXHIBIT C B FORM OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Indenture), jointly and severally, unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments extent set forth in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them provisions in the Indenture, dated as of April 14, 2010 (the “Base Indenture”), as supplemented by that Supplemental Indenture dated as of August 6April 14, 20032010 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), among National Beef Packing CompanyAutoNation, L.P. Inc., as issuer (the “Company”) ), the Guarantors from time to time party thereto and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (a) the full and punctual payment of the principal of and interest on the Notes when due, whether at maturity, by acceleration, redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Notes and (as amended or supplemented, b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “IndentureGuaranteed Obligations”). THIS GUARANTEE SHALL BE GOVERNED BYEach Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, AND CONSTRUED IN ACCORDANCE WITHin whole or in part, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYwithout notice or further assent from such Guarantor and that such Guarantor shall remain bound hereunder notwithstanding any extension or renewal of any Guaranteed Obligation. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article IX of the Supplemental Indenture and reference is hereby made such provisions for the precise terms of the Guarantee. Each Guarantor hereby Holder, by accepting the same agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guaranteeand shall be bound by such provisions. This Guarantee is subject to release upon as and to the terms extent set forth in Sections 7.02, 7.08 and 9.04 of the Supplemental Indenture. The terms of the Indenture, including, without limitation, Article IX of the Supplemental Indenture, are incorporated herein by reference. The internal law of the State of New York shall govern and be used to construe this Guarantee. Capitalized terms used herein and not defined are used herein as so defined in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Companydated as of , L.P. and NB Finance Corp. among AutoNation, Inc., a Delaware corporation (the “IssuersCompany”) 10 1/2% Senior Notes due 2011 ), (the “NotesGuaranteeing Subsidiary”), a subsidiary of AutoNation, Inc. (or its permitted successor) Dear Sirs: This letter relates and Xxxxx Fargo Bank, National Association, as trustee under the indenture referred to U.S. $ principal amount at maturity of Notes represented by a certificate below (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorTrustee”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Company pursuant to Section 3.8 or any portion 3.10 of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 3.8 or Section 4.15 (“Change of Control Offer”) 3.10 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount in principal amount (must be denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $ . Date: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this the Note) Signature Guarantee: (Participant Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in recognized an approved signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: ), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT C B FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in the Indenture and subject to the provisions in the Indenture dated as of this Note May 1, 2007 (the cash payments in United States dollars “Indenture”) among Cimarex Energy Co., the Subsidiary Guarantors listed on the signature pages thereto and [ ], as trustee (the “Trustee”), (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations and liabilities of the Issuers Company to the Holders or the Trustee under the Indenture (as defined below) including without limitation interest accruing after the filing of any petition in bankruptcy, or the Notecommencement of any insolvency, reorganization or like proceedings, relating to the Holder Company or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). The obligations of this Note the Subsidiary Guarantors to the Holders and to the Trustee pursuant to the Subsidiary Guarantee and the Trustee, all Indenture are expressly set forth in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X reference is hereby made to the Indenture for the precise terms of the Indenture and its Subsidiary Guarantee, which terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected are incorporated herein by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenturereference. [GUARANTORGuarantor] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:C

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have all of this Note purchased by the Company pursuant to ‎Section 4.10 or ‎Section 4.11 of the Indenture, check the box: ☐ If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section ‎Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) ‎Section 4.11 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount (in original principal amount) below: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: US$_______________ Date:_______________ Your Signature: :_______________ (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Guarantee1:_______________ ___________________________ 1Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (Participant in recognized “ STAMP ”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Trustee in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. PARENT GUARANTEE The Parent Guarantor, hereby fully and subject unconditionally guarantees to the terms and limitations of this Note, Article X holders of the Indenture Notes upon which this Parent Guarantee is endorsed the due and this Guarantee. This Guarantee will become effective in accordance with Article X punctual payment of the Indenture principal of and its terms shall be evidenced therein. The validity interest on and enforceability of this Guarantee shall not be affected by all other amounts (including, without limitation, Additional Amounts) payable under such Note provided for pursuant to the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture Indenture, dated as of August 6[●], 2003, 2017 (the “Indenture”) among National Beef Packing Company, L.P. Energy Resources LLC (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented), the “Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each The obligations of the Parent Guarantor hereby agrees to submit to the jurisdiction holders of the courts Notes to which this Parent Guarantee relates are subject to the further provisions set forth in ‎Article 12 of the State of New York in any action or proceeding arising out of or relating Indenture, and reference is hereby made to this Guaranteesuch Article and the Indenture for such purpose. This Parent Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Parent Guarantee is subject to release upon endorsed shall have been executed by the terms Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. SIGNED for and on behalf of Mongolian Mining Corporation (In Provisional Liquidation) acting by one of its Joint Provisional Liquidators as agent and without personal liability By: Name: Xxxxx Xxxxxx Title: Joint Provisional Liquidator of the Parent Guarantor SUBSIDIARY GUARANTEE Each Subsidiary Guarantor, hereby fully and unconditionally guarantees to the holders of the Notes upon which this Subsidiary Guarantee is endorsed the due and punctual payment of the principal of and interest on and all other amounts (including, without limitation, Additional Amounts) payable under such Notes provided for pursuant to the Indenture, dated as of [GUARANTOR] ●], 2017 (the “Indenture”) among Energy Resources LLC (the “Company”), the Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture. The obligations of each Subsidiary Guarantor to the holders of the Notes to which this Subsidiary Guarantee relates are subject to the further provisions set forth in ‎Article 13 of the Indenture, and reference is hereby made to such Article and the Indenture for such purpose. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Subsidiary Guarantee is endorsed shall have been executed by the Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. Mongolian Coal Corporation Limited as Subsidiary Guarantor By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended CertificateMongolian Coal Corporation S.à.x.x. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Subsidiary Guarantor By: Name: Title DateTitle: EXHIBIT E FORM OF Energy Resources Corporation LLC as Subsidiary Guarantor By: Name: Title: Energy Resources Rail LLC as Subsidiary Guarantor By: Name: Title: Tavan Tolgoi Airport LLC as Subsidiary Guarantor By: Name: Title: By: Name: Title: Enrestechnology LLC as Subsidiary Guarantor By: Name: Title: Ukhaa Khudag Water Supply LLC as Subsidiary Guarantor By: Name: Title: United Power LLC as Subsidiary Guarantor By: Name: Title: Schedule A The initial principal amount of this Global Note is US$_____________. Changes in principal amount of this Global Note are set forth below: Date Principal amount by which this Global Note is to be decreased and reason for decrease Principal amount by which this Global Note is to be increased and reason for increase Remaining principal amount of this Global Note after such decrease or increase TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR Trustee The Bank of New York Mellon 000 Xxxxxxx Xxxxxx New York, NY 10286 United States of America Principal Paying Agent The Bank of New York Mellon, London Branch One Canada Square Xxxxxx X00 0XX Xxxxxx Xxxxxxx Transfer Agent and Registrar The Bank of New York Xxxxxx XX/NV, Luxembourg Branch Vertigo Building – Polaris 0-0 xxx Xxxxxx Xxxxxxx L-2453 Luxembourg XXXXXXX X-0 ENERGY RESOURCES LLC AUTHORIZATION CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS [●], [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company2017 I, L.P. and NB Finance Corp. Battsengel Gotov, Chief Executive Officer, acting on behalf of Energy Resources LLC, a limited liability company established under the laws of Mongolia at Xxxxxxx Xxxxx, 00/X, Xxxxxxxxxx xxxxxxxx-0, Xxxxxxxxxxx, 000000x, Xxxxxxxx (the “IssuersCompany”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers), we confirm hereby certify that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.14 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change / / Section 4.10 / / Section 4.14 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the Principal Amount at Maturity you elect to be Amount to be have purchased: $ purchased: $ Dated: Date Your Signature: (Sign exactly as your name appears on the other side of this Note) Tax Identification No: Signature Guarantee: . Xxxxxxx Real Estate Company, Xxxxxxx/Magnus Publishing Corporation, Xxxxxxx/New York Company, Xxxxxxx/May Inc., Xxxxxxx Alternatives, Inc., Xxxxxxx International, Inc., FMC Resource Management Corporation, Xxxxxxx Training & Technology, Inc., Xxxxxxx/Global, Inc., Xxxxxxx/Executech, Inc., and Xxxxxxx Corporation (Participant in recognized signature guarantee medallion programthe "Guarantors") Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guaranteesguarantee, as principal obligor jointly and not only as a suretyseverally, to the Holder fullest extent permitted by law, (i) the due and punctual payment of this Note the cash payments in United States dollars principal of principal ofthe Notes, premiumwhether at the maturity, if anyby acceleration, call for redemption or otherwise, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and of interest on the overdue principal, premium, if any, principal of the Notes and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee under the Indenture (as defined below) or the NoteNotes and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holder Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are as expressly set forth in Article 10 of the Indenture and in such other provisions of the Indenture as are applicable to the Guarantors, and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. The terms of Article 10 of the Indenture (including, without limitation, Section 10.02 of the Indenture) and such other provisions of the Indenture as are applicable to the Guarantors are incorporated herein by reference. This is a continuing guarantee and shall remain in full force and effect and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the Company's obligations under the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guaranteeconditions hereof. This Guarantee will become effective in accordance with Article X is a guarantee of the Indenture payment and its terms shall be evidenced thereinnot a guarantee of collection. The validity and enforceability of this This Note Guarantee shall not be affected valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Trustee under the Indenture dated as by the manual signature of August 6one of its authorized officers. In case any provision in this Note Guarantee shall be invalid, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended illegal or supplementedunenforceable, the “Indenture”)validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW LAWS OF ANOTHER OTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] THE GUARANTORS, as named above By: Name: Title: Attorney-in-Fact EXHIBIT D(1) B-2 [FORM OF REGULATION S CERTIFICATE , INDENTURE] EXHIBIT B-2 To Note Purchase Agreement XXXXXXX COMMUNICATIONS LLC 14% SENIOR DISCOUNT NOTES DUE 2008 AND 14% SERIES B SENIOR DISCOUNT NOTES DUE 2008 Guaranteed to the extent set forth herein by the Guarantors named herein INDENTURE Dated as of [ ] [ [NAME OF TRUSTEE] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) as TRUSTEE INDENTURE dated as of August 6[ ], 2003 relating between Xxxxxxx Communications LLC, a Delaware limited liability company (referred to herein as the Notes"Company"), we hereby certify that we are the guarantors party hereto (or we will hold such securities on behalf of) each, a person outside "Guarantor" and together, the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933"Guarantors"), and [TRUSTEE], as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. trustee (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”"Trustee"). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.16 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change / / Section 4.10 / / Section 4.16 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.16 of the Indenture, state the amount you elect to be have purchased: $ purchased----------------------- Date: $ Dated: Your Signature: ----------------------- -------------------------------- (Sign exactly as your name appears on the other side of this Note) Tax Identification No.: ------------------------ Signature Guarantee: :* The signature on this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever and must be guaranteed. The signature(s) should be guaranteed by an eligible guarantor institution (Participant banks, stockholders, savings and loan associations and credit unions with membership in recognized an approved signature guarantee medallion program), pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended. EXHIBIT B (Form of Subsidiary Guarantee) Social Security Number or Taxpayer Identification Number: EXHIBIT C SUBSIDIARY GUARANTEE For value received, each Subsidiary Guarantor, hereby, jointly and severally with the undersigned hereby other Subsidiary Guarantors, fully and unconditionally guarantees, as principal obligor guarantees to each Holder of Notes authenticated and not only as a surety, delivered by the Trustee and to the Holder Trustee and its successors and assigns, irrespective of this Note the cash payments in United States dollars validity and enforceability of the Indenture, the Notes or the Obligations of the Company to the Holders or the Trustee under the Notes or under the Indenture, that: (a) the principal of, and premium, if any, and interest on this Note (and including Additional Interest payable thereon) the Notes shall be promptly paid in the amounts and full when due, whether at the times when due maturity, by acceleration, redemption or otherwise, and interest on overdue principal of interest on the overdue principal, premiumNote, if any, if lawful and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers Company to the Holders or the Trustee under the Indenture (as defined below) or under the Note, to the Holder of this Note and the TrusteeNotes shall be promptly paid in full or performed, all in accordance with the terms thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, the Subsidiary Guarantors will be jointly and severally obligated to pay the same immediately. The Obligations of the Subsidiary Guarantors to the Holders and to the Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, and reference is hereby made to such Indenture for the precise terms of this Subsidiary Guarantee. The terms of Article 10 of the Indenture are incorporated herein by reference. No director, officer, employee, incorporator or stockholder, as such, past, present or future, of the Subsidiary Guarantor shall have any personal liability under this Subsidiary Guarantee by reason of his or its status as such director, officer, employee, incorporator or stockholder. This is a continuing Subsidiary Guarantee and shall remain in full force and effect and shall be binding upon each Subsidiary Guarantor and its respective successors and assigns to the extent set forth in the Indenture until full and final payment of all of the Company' Obligations under the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder of or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and limitations of this Note, Article X of the Indenture and this Guaranteeconditions hereof. This a Subsidiary Guarantee of payment and not a guarantee of collection. In certain circumstances more fully described in the Indenture, any Subsidiary Guarantor may be released from its liability under this Subsidiary Guarantee, and any such release will become be effective in accordance with Article X of the Indenture and its terms shall be evidenced thereinwhether or not noted hereon. The validity and enforceability of this This Subsidiary Guarantee shall not be affected valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Subsidiary Guarantee is noted shall have been executed by the fact Trustee under the Indenture by the manual signature of one of its authorized officers. For purposes hereof, each Subsidiary Guarantor's liability will be that it amount from time to time equal to the aggregate liability of such Subsidiary Guarantor hereunder, but shall be limited to the lesser of (i) the aggregate amount of the Obligations of the Company under the Notes and the Indenture and (ii) the amount, if any, which would not have (A) rendered such Subsidiary Guarantor "insolvent" (as such term is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (federal Bankruptcy Law and in the “Company”) Debtor and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts Creditor Law of the State of New York York) or (B) left it with unreasonably small capital at the time its Subsidiary Guarantee of the Notes was entered into, after giving effect to the incurrence of existing Indebtedness immediately prior to such time; provided that, it shall be a presumption in any action lawsuit or other proceeding arising out of or relating in which such Subsidiary Guarantor is a party that the amount guaranteed pursuant to this Guarantee. This its Subsidiary Guarantee is subject to release upon the terms amount set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1clause (i) FORM OF REGULATION S CERTIFICATE above unless any creditor, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity or representative of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer creditors of such Legended Certificate. Pursuant to Section 2.1 Subsidiary Guarantor, or debtor in possession or trustee in bankruptcy of such Subsidiary Guarantor, otherwise proves in such a lawsuit that the Indenture (the “Indenture”) dated as aggregate liability of August 6, 2003 relating such Subsidiary Guarantor is limited to the Notesamount set forth in clause (ii). The Indenture provides that, we hereby certify that we are (in making any determination as to the solvency or we will hold such securities on behalf of) sufficiency of capital of a person outside the United States to whom the Notes could be transferred Subsidiary Guarantor in accordance with Rule 904 the previous sentence, the right of Regulation S promulgated under the U.S. Securities Act of 1933such Subsidiary Guarantor to contribution from other Subsidiary Guarantors and any other rights such Subsidiary Guarantor may have, as amendedcontractual or otherwise, shall be taken into account. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms Capitalized terms used in this letter herein have the same meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest given in the Global Note held by the Depositary a Note or Notes in certificatedIndenture unless otherwise indicated. DATED AS OF JULY __, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note 1997 DELTA FUNDING CORPORATION BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 DF SPECIAL HOLDINGS CORPORATION BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 FIDELITY MORTGAGE, INC. BY: --------------------------------- NAME: TITLE: DATED AS OF JULY __, 1997 FIDELITY MORTGAGE (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1FLORIDA), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities ActINC. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] ByBY: Name--------------------------------- NAME: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm thatTITLE:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.08 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change o If you want to elect to have only part of Control Offer: this Security purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchasedprincipal amount: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this NoteSecurity.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended. FORM OF GUARANTY AGREEMENT SUPPLEMENTAL INDENTURE (this Note“Supplemental Indenture”), Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 200320 , among National Beef Packing Company[Name of Future Subsidiary Guarantor(s)] (the “New Guarantor”), L.P. a subsidiary of PetroQuest Energy, Inc., a Delaware corporation [or its permitted successor] (the “Company”) ), the existing Subsidiary Guarantors (as defined in the Indenture referred to herein), the Company and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank Wilmington Trust, National Association, as trustee under the Indenture referred to herein (in such capacity, together with its successors and assigns, the “Trustee”) and the collateral trustee under the Indenture referred to herein (as amended or supplementedin such capacity, together with its successors and assigns, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorCollateral Trustee”). The Transferor:* ¨ has requested New Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors,” or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.01 of the Supplemental Indenture check the box: ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.01 of the Supplemental Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount amount you elect to be Amount to be purchased: $ have purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) (Signatures must be guaranteed by a participant in a recognized Signature Medallion Program or other signature guarantee medallion programguarantor program reasonably acceptable to the Trustee.) Social Security Number [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF EXCHANGES OR INTERESTS IN GLOBAL NOTE The following increases or Taxpayer Identification Numberdecreases in this Global Note have been made: Date of Exchange Amount of decrease in Principal amount of this Global Note Amount of increase in Principal amount of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Custodian EXHIBIT C B FORM OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Indenture), jointly and severally, unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments extent set forth in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them provisions in the Indenture, dated as of April 14, 2010 (the “Base Indenture”), as supplemented by that Supplemental Indenture dated as of August 6February 1, 20032012 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), among National Beef Packing CompanyAutoNation, L.P. Inc., as issuer (the “Company”) ), the Guarantors from time to time party thereto and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (a) the full and punctual payment of the principal of and interest on the Notes when due, whether at maturity, by acceleration, redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Notes and (as amended or supplemented, b) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “IndentureGuaranteed Obligations”). THIS GUARANTEE SHALL BE GOVERNED BYEach Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, AND CONSTRUED IN ACCORDANCE WITHin whole or in part, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBYwithout notice or further assent from such Guarantor and that such Guarantor shall remain bound hereunder notwithstanding any extension or renewal of any Guaranteed Obligation. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article IX of the Supplemental Indenture and reference is hereby made such provisions for the precise terms of the Guarantee. Each Guarantor hereby Holder, by accepting the same agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guaranteeand shall be bound by such provisions. This Guarantee is subject to release upon as and to the terms extent set forth in Sections 7.02, 7.08 and 9.04 of the Supplemental Indenture. The terms of the Indenture, including, without limitation, Article IX of the Supplemental Indenture, are incorporated herein by reference. The laws of the State of New York shall govern and be used to construe this Guarantee. Capitalized terms used herein and not defined are used herein as so defined in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Companydated as of , L.P. and NB Finance Corp. among AutoNation, Inc., a Delaware corporation (the “IssuersCompany”) 10 1/2% Senior Notes due 2011 ), (the “NotesGuaranteeing Subsidiary”), a subsidiary of AutoNation, Inc. (or its permitted successor) Dear Sirs: This letter relates and Xxxxx Fargo Bank, National Association, as trustee under the indenture referred to U.S. $ principal amount at maturity of Notes represented by a certificate below (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorTrustee”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change Section 4.10 ¨ Section 4.15 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.15 of the Supplemental Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE * The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized officer of Trustee or Taxpayer Identification Number: Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT C B FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Supplemental Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyabsolutely guaranteed, to the Holder extent set forth in the Supplemental Indenture and subject to the provisions in the Supplemental Indenture, dated as of this Note September 21, 2010 (the cash payments in United States dollars “Supplemental Indenture”), among MetroPCS Wireless, Inc., (the “Company”), the Guarantors party thereto and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due overdue principal of and interest on the overdue principal, premiumNotes, if any, and interest, if any, of this Note, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the Trustee, Trustee all in accordance with and subject to the terms and limitations of this Note, Article X of the Supplemental Indenture and this Guarantee. This Guarantee (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will become effective be promptly paid in full when due or performed in accordance with Article X the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Supplemental Indenture are expressly set forth in Article 10 of the Supplemental Indenture and its reference is hereby made to the Supplemental Indenture for the precise terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular NoteNote Guarantee. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Supplemental Indenture. [GUARANTORNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Companydated as of , L.P. and NB Finance Corp. 200 , among (the “IssuersGuaranteeing Subsidiary”) 10 1/2% Senior Notes due 2011 ), a of (or its permitted successor), a Delaware corporation (the “NotesCompany”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (), the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” other Guarantors (as defined in Rule 144A the Supplemental Indenture referred to herein) and Xxxxx Fargo Bank, N.A., as trustee under the Securities Act of 1933, as amended Supplemental Indenture referred to below (the “Securities ActTrustee”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.1 of the Fourth Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 4.1 of the Fourth Supplemental Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: guarantor acceptable to the Trustee). EXHIBIT C B Form of Notation of Note Guarantee [See Attached] Exhibit B NOTATION OF NOTE GUARANTEE For value received, United Airlines, Inc. (the undersigned hereby “Guarantor”, which term includes any successor Person under the Indenture) has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) extent set forth in the amounts and at the times when due and interest on the overdue principalIndenture, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6May 7, 20032013, among National Beef Packing CompanyUnited Continental Holdings, L.P. Inc. (the “Issuer”), the Guarantor and The Bank of New York Mellon Trust Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, N.A., as trustee (the “Trustee”) (the “Original Indenture”), as amended or supplementedsupplemented by the Fourth Supplemental Indenture, dated as of September 29, 2017, among the Issuer, the Guarantor, and the Trustee (the “Fourth Supplemental Indenture”) (the Original Indenture, as supplemented by the Fourth Supplemental Indenture, the “Indenture”), the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of the Indenture and all other obligations of the Issuer with respect to the Notes to the Holders or the Trustee under the Notes or the Indenture. THIS GUARANTEE SHALL BE GOVERNED BYIn case of the failure of the Issuer or any successor thereto punctually to pay any such principal, AND CONSTRUED IN ACCORDANCE WITHpremium, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each if any, or interest, the Guarantor hereby agrees to submit cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Issuer. The obligations of the Guarantor to the jurisdiction Holders of Notes and to the courts of Trustee pursuant to the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon and the terms Indenture are expressly set forth in Article X of the IndentureOriginal Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. [GUARANTORCapitalized terms herein are used as defined in the Indenture unless otherwise defined herein. Dated: [ ] UNITED AIRLINES, INC. By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 1110 or Section 4.15 (“Change of Control Offer”) 1115 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change o Section 1110 o Section 1115 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 1110 or Section 1115 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). 110 Schedule of Exchanges of Interests in the Global Note* The following exchanges of a part of this Global Note for other Notes have been made: Principal Amount of Signature of Amount of decrease Amount of increase this Global Note authorized signatory in Principal Amount in Principal Amount following such of Trustee or Date of Exchange of this Global Note of this Global Note decrease (or increase) Social Security Number or Taxpayer Identification Number: EXHIBIT C Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF SUBSIDIARY GUARANTEE For value receivedEach of the Subsidiary Guarantors (which term includes any successor Person under the Indenture (as defined below)), the undersigned hereby has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in Article Sixteen of this Note the cash payments First Supplemental Indenture dated as of September 18, 2009, by and among Concho Resources Inc., as issuer, the Subsidiary Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the “Supplemental Indenture”) to the Indenture, dated as of September 18, 2009 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in United States dollars the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the all other amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers payable under the Indenture (as defined below) or and the Note, Notes by the Company. The obligations of the Subsidiary Guarantors to the Holder Holders of this Note Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms are expressly set forth in Article Sixteen of the IndentureSupplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee and the conditions upon which it may be released. [GUARANTORName of Subsidiary Guarantor(s)] By: Name: Title: EXHIBIT D(1) ANNEX C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS Supplemental Indenture (this “Supplemental Indenture”), [ dated as of , 20___, among [Name of Future Subsidiary Guarantor(s)] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “IssuersNew Subsidiary Guarantor”) 10 1/2% Senior Notes due 2011 ), a subsidiary of Concho Resources Inc., a Delaware corporation [or its permitted successor] (the “NotesCompany”), the existing Subsidiary Guarantors (as defined in the Indenture referred to herein) Dear Sirs: This letter relates and Xxxxx Fargo Bank, National Association, as trustee under the Indenture referred to U.S. $ principal amount at maturity of Notes represented by a certificate herein (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorTrustee”). The Transferor:* ¨ has requested New Subsidiary Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors”, or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 2.10 (“Change of Control OfferControl”) of the Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 2.10 of the Supplemental Indenture, state the amount you elect to be have purchased: $ purchased$_____________________ Date: $ Dated: ___________________________ Your Signature: ________________________ (Sign exactly as your name appears on the other side of this Note) Tax Identification Number: _________________ Signature Guarantee: guarantee:______________ (Participant Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number[Include if Restricted Note] CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED NOTES WestRock Company 0000 Xxxxxxxxx Xxxx NE Atlanta, Georgia 30328 Attention: EXHIBIT C GUARANTEE For value receivedGeneral Counsel The Bank of New York Mellon Trust Company, N.A. 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15262 Attention: Corporate Trust Administration Facsimile: (000) 000-0000 Re: WRKCo Inc. 4.900% Senior Note due 2029 CUSIP # Reference is hereby made to that certain indenture dated December 3, 2018 (the “Base Indenture”) and that certain First Supplemental Indenture dated December 3, 2018 (the “Supplemental Indenture” and, together with the Base Indenture, the undersigned hereby unconditionally guarantees“Indenture”) each among WRKCo Inc. (the “Issuer”), the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as principal obligor and not only as a surety, to trustee (the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the “Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * (check applicable space) book-entry or * certificated definitive form by (the “Transferor”)undersigned. The Transferor:* ¨ has requested undersigned (transferor) (check one box below): [_] hereby requests the Registrar or Trustee by written order to deliver in exchange for its beneficial interest in the Global Note Security held by the Depositary a Definitive Note or Definitive Notes in certificated, registered form of authorized denominations in and an aggregate principal amount equal to its beneficial interest in such Global Note Security (or the portion thereof indicated above), in accordance with Section 2.7 of the Base Indenture; [_] hereby requests the Registrar or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or NotesNotes to ______________ (transferee). In connection with such request and in respect any transfer of each such Noteany of the Notes evidenced by this certificate, the Transferor does hereby certify undersigned confirms that Transferor is familiar with the Indenture relating to the above captioned such Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is are being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] ByRestricted Notes Legend as further specified below: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm thatCHECK ONE BOX BELOW:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Issuers pursuant to Section 3.7 or any portion 3.9 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) 3.7 or Section 4.15 (“Change of Control Offer”) 3.9 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount in principal amount (must be denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $ Date: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this the Note) Signature Guarantee: (Participant Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in recognized an approved signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: ), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT C B FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of this Note July 16, 2013 (the cash payments in United States dollars “Indenture”), among Quiksilver, Inc., QS Wholesale, Inc., the Subsidiary Guarantors listed on the signature pages thereto and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) and collateral agent, (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations and liabilities of the Issuers to the Holders or the Trustee under the Indenture (as defined below) including without limitation interest accruing after the filing of any petition in bankruptcy, or the Notecommencement of any insolvency, reorganization or like proceedings, relating to the Holder Issuers or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). The obligations of this Note the Subsidiary Guarantors to the Holders and to the Trustee pursuant to the Notes Guarantee and the Trustee, all Indenture are expressly set forth in accordance with and subject to the terms and limitations of this Note, Article X XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X reference is hereby made to the Indenture for the precise terms of the Indenture and its Notes Guarantee, which terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected are incorporated herein by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenturereference. [GUARANTORSubsidiary Guarantor] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS TO GUARANTEE NOTES This Supplemental Indenture and Notes Guarantee, dated as of [ ], 20 (this “Supplemental Indenture” or “Guarantee”), among [name of future Subsidiary Guarantor] [ ] [ ] Attention: [ ] Re: National Beef Packing (the “New Subsidiary Guarantor”), Quiksilver, Inc. (together with its successors and assigns, the “Company”), QS Wholesale, Inc. (together with its successors and assigns, “QS Wholesale” and, together with the Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 ), each other then existing Subsidiary Guarantor under the Indenture referred to below (the “NotesSubsidiary Guarantors”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of ), Xxxxx Fargo Bank, National Association, as Trustee under the Indenture (the “Indenture”) dated referred to below, and Xxxxx Fargo Bank, National Association, as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated Collateral Agent under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled Indenture referred to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) 1107 or Section 4.15 (“Change of Control Offer”) 1112 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change ☐ Section 1107 ☐ Section 1112 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 1107 or Section 1112 of the Indenture, state the amount you elect to be have purchased: $ purchased$_______________ Date: $ Dated: _____________ Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized signatory of Trustee or Taxpayer Identification Number: EXHIBIT C Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF GUARANTEE For value received, Each of the undersigned hereby Guarantors (which term includes any successor Person under the Indenture (as defined below)), has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in Article Fifteen of this Note the cash payments in United States dollars Eleventh Supplemental Indenture (herein so called) dated as of November 18, 2016, among Xxxxxxxxxxx International Ltd., as issuer, the Guarantors named therein and Deutsche Bank Trust Company Americas, as Trustee, to the Indenture, dated as of October 1, 2003, as previously amended and supplemented by (i) the Third Supplemental Indenture dated as of February 26, 2009, (ii) the Seventh Supplemental Indenture, dated as of March 31, 2013, and (iii) the Eighth Supplemental Indenture dated as of June 17, 2014, the due and punctual payment of the principal of, and premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplementedon, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2Issuer’s 9.875% Senior Notes due 2011 (2024 and all other amounts due and payable by the “Notes”) Dear Sirs: This letter relates Issuer under the Eleventh Supplemental Indenture. The obligations of the Guarantors to U.S. $ principal amount at maturity the Holders of Notes represented by a certificate (and to the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant Trustee pursuant to Section 2.1 of the Guarantees and the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings expressly set forth in Regulation S. Very truly yoursArticle Fifteen of the Eleventh Supplemental Indenture, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does reference is hereby certify that Transferor is familiar with the Indenture relating made to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired Eleventh Supplemental Indenture for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements precise terms of the Securities Act, other than Rule 144A, 144 or Rule 904 under Guarantees and the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:conditions upon which they may be released.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Issuers pursuant to Section 3.7 or any portion 3.9 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) 3.7 or Section 4.15 (“Change of Control Offer”) 3.9 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount in principal amount (must be denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $ Date: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this the Note) Signature Guarantee: (Participant Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in recognized an approved signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: ), pursuant to S.E.C. Rule 17Ad-15. EXHIBIT C FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of this Note July 16, 2013 (the cash payments in United States dollars “Indenture”), among Quiksilver, Inc., QS Wholesale, Inc., the Subsidiary Guarantors listed on the signature pages thereto and Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”), (a) the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations and liabilities of the Issuers to the Holders or the Trustee under the Indenture (as defined below) including without limitation interest accruing after the filing of any petition in bankruptcy, or the Notecommencement of any insolvency, reorganization or like proceedings, relating to the Holder Issuers or any Subsidiary Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding). The obligations of this Note the Subsidiary Guarantors to the Holders and to the Trustee pursuant to the Notes Guarantee and the Trustee, all Indenture are expressly set forth in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X reference is hereby made to the Indenture for the precise terms of the Indenture and its Notes Guarantee, which terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected are incorporated herein by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenturereference. [GUARANTORSubsidiary Guarantor] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE XXXXXXX X XXXX XX XXXXXXXXX SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS TO GUARANTEE NOTES This Supplemental Indenture and Notes Guarantee, dated as of [ ], 20 (this “Supplemental Indenture” or “Guarantee”), among [name of future Subsidiary Guarantor] [ ] [ ] Attention: [ ] Re: National Beef Packing (the “New Subsidiary Guarantor”), Quiksilver, Inc. (together with its successors and assigns, the “Company”), QS Wholesale, Inc. (together with its successors and assigns, “QS Wholesale” and, together with the Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 ), each other then existing Subsidiary Guarantor under the Indenture referred to below (the “NotesSubsidiary Guarantors”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of ), and Xxxxx Fargo Bank, National Association, as Trustee under the Indenture (the “Indenture”) dated as of August 6, 2003 relating referred to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this 67/8% Note purchased by the Company pursuant to Section 4.10 1014 (“Net Proceeds Offer”Asset Disposition) or Section 4.15 1016 (“Change of Control Offer”Control) of the Indenture, check the applicable boxes ¨ Net Proceeds OfferBox: ¨ Change o Section 1014 o Section 1016 If you wish to have a portion of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount this 67/8% Note purchased by the Company pursuant to be Amount to be purchasedSection 1014 or Section 1016 of the Indenture, state the amount: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this 67/8% Note) Signature Guarantee: (Participant in recognized Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee medallion program) Social program as may be determined by the Security Number Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guaranteesSTAMP, as principal obligor and not only as a suretySEMP, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeMSP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended.) SCHEDULE OF DECREASES IN GLOBAL SECURITY* The following decreases in this Global Security have been made: Amount of Decrease in Principal Amount of this Note, Article X Signature of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability authorized Principal Amount of this Guarantee shall not Global Security following officer of Trustee or Date of Exchange Global Security such decrease Depositary * To be affected by the fact that it is not affixed to any particular Noteincluded in Global Security. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) B FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE (the this “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Supplemental Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, among [Name of HolderGUARANTOR] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “IssuersNew Subsidiary Guarantor”) 10 1/2% Senior Notes due 2011 ), a subsidiary of Newfield Exploration Company (or its successor), a Delaware corporation (the “NotesCompany”) Dear Sirs: This Certificate relates to $ principal amount ), NEWFIELD EXPLORATION COMPANY[, on behalf of Notes held in * book-entry or * certificated form by itself and the Subsidiary Guarantors (the “TransferorExisting Subsidiary Guarantors”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration ) under the Securities Act indenture referred to below,] and U.S. BANK NATIONAL ASSOCIATION, a national banking association (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own accountsuccessor trustee to Wachovia Bank, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” National Association (formerly First Union National Bank)), as defined in Rule 144A trustee under the Securities Act of 1933, as amended indenture referred to below (the “Securities ActTrustee”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:,

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have this Note purchased by the Company pursuant to Section 4.09 or Section 4.11 of the Indenture, check the Box: ¨ If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.09 or Section 4.15 (“Change of Control Offer”) 4.11 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedamount: $ purchased. . Date: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification NumberEXHIBIT B Form of Certificate [ , ] Wxxxx Fargo Bank Minnesota, National Association Re: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. Graphic Packaging Corporation (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/28 5/8% Senior Subordinated Notes due 2011 2012 (the “Notes”) Dear Sirs: This letter relates to U.S. $ $[ ] principal amount at maturity of Notes represented by a certificate Note (the “Legended CertificateNote”) which bears a legend outlining restrictions upon transfer of such Legended CertificateNote. Pursuant to Section 2.1 2.02 of the Indenture dated as of February 28, 2002 (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, as amendedyou are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Notes, all in the manner provided for in the Indenture. You and the Issuers Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: :___________________________ Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors [ , [ ] [ ] [ ] Attention: [ ] Wxxxx Fargo Bank Minnesota, National Association Re: National Beef Packing Company, L.P. and NB Finance Corp. Graphic Packaging Corporation (the “IssuersCompany”) 10 1/28 5/8% Senior Subordinated Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 2012 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes $ [ ] aggregate principal amount of the IssuersNotes, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Issuers pursuant to Section 4.06 or any portion 4.09 of the Indenture, check the box: ¨ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount in principal amount: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ $[—] Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Exchange Act of 19331934, as amended. You EXHIBIT A [FORM OF FACE OF EXCHANGE NOTE]* * [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 of the Rule 144A/Regulation S/IAI Appendix and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, attachment from such Exhibit 1 captioned “[Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE ATTACHED TO GLOBAL NOTES]-SCHEDULE OF INCREASES OR REGISTRATION OF TRANSFER OF NOTES DECREASES IN GLOBAL NOTE”.] CUSIP 09747 AC9 ISIN US09747AC95 No. $ 9% Senior Note due 2017 Boise Paper Holdings, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing L.L.C., a Delaware limited liability company, and Boise Finance Company, L.P. and NB Finance Corp. a Delaware corporation, promise to pay to [—], or registered assigns, the principal sum of $[—] [(as such sum may be increased or decreased as reflected on the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount Schedule of Notes held Increases or Decreases in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificatedattached hereto)] on November 1, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above)2017. Interest Payment Dates: May 1 and November 1; or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notescommencing May 1, 2010. In connection with such request Record Dates: April 15 and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer October 15. Additional provisions of this Note does not require registration under are set forth on the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act other side of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Note.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change o Section 4.10 o Section 4.15 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount at maturity of this Global Note Amount of increase in Principal Amount at maturity of this Global Note Principal Amount at maturity of this Global Note following such decrease (or increase) Social Security Number Signature of authorized officer of Trustee or Taxpayer Identification Number: Custodian * This schedule should be included only if the Note is issued in global form. EXHIBIT C B FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in the Indenture and subject to the provisions in the Base Indenture, dated as of this Note January 31, 2006, between the cash payments in United States dollars Company and the Bank of New York, as trustee (the “Trustee” as supplemented by a Supplemental Indenture dated as of January 31, 2006 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among DRS Technologies, Inc., (the “Company”, the Guarantors party thereto and The Bank of New York, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due overdue principal of and interest on the overdue principal, premiumNotes, if any, and interest, if any, of this Note, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the Trustee, Trustee all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will become effective be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article X 11 of the Supplemental Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and its terms (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be evidenced therein. The validity so subordinated and enforceability subject in right of payment upon any defeasance of this Guarantee shall not be affected by Note in accordance with the fact that it is not affixed to any particular Noteprovisions of the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Supplemental Indenture. [GUARANTORNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Companydated as of , L.P. and NB Finance Corp. 200 , among (the “IssuersGuaranteeing Subsidiary”) 10 1/2% Senior Notes due 2011 ), a subsidiary of DRS Technologies, Inc. (or its permitted successor), a Delaware corporation (the “NotesCompany”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (), the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” other Guarantors (as defined in Rule 144A the Indenture referred to herein) and The Bank of New York, as trustee under the Securities Act of 1933, as amended Indenture referred to below (the “Securities ActTrustee”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have all of this Note purchased by the Company pursuant to ‎Section 4.10 or ‎Section 4.11 of the Indenture, check the box: ☐ If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section ‎Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) ‎Section 4.11 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount (in original principal amount) below: ¨ Change of Control OfferUS$ . Date: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature GuaranteeGuarantee[2]: ____________________ 3 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Association Medallion Program (Participant in recognized “ STAMP ”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Trustee in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. PARENT GUARANTEE The Parent Guarantor, hereby fully and subject unconditionally guarantees to the terms and limitations of this Note, Article X holders of the Indenture Notes upon which this Parent Guarantee is endorsed the due and this Guarantee. This Guarantee will become effective in accordance with Article X punctual payment of the Indenture principal of and its terms shall be evidenced therein. The validity interest on and enforceability of this Guarantee shall not be affected by all other amounts (including, without limitation, Additional Amounts) payable under such Note provided for pursuant to the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture Indenture, dated as of August 6[●], 2003, 2017 (the “Indenture”) among National Beef Packing Company, L.P. Energy Resources LLC (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented), the “Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each The obligations of the Parent Guarantor hereby agrees to submit to the jurisdiction holders of the courts Notes to which this Parent Guarantee relates are subject to the further provisions set forth in ‎Article 12 of the State of New York in any action or proceeding arising out of or relating Indenture, and reference is hereby made to this Guaranteesuch Article and the Indenture for such purpose. This Parent Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Parent Guarantee is subject to release upon endorsed shall have been executed by the terms Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. SIGNED for and on behalf of Mongolian Mining Corporation (In Provisional Liquidation) acting by one of its Joint Provisional Liquidators as agent and without personal liability By: Name: Xxxxx Xxxxxx Title: Joint Provisional Liquidator of the Parent Guarantor SUBSIDIARY GUARANTEE Each Subsidiary Guarantor, hereby fully and unconditionally guarantees to the holders of the Notes upon which this Subsidiary Guarantee is endorsed the due and punctual payment of the principal of and interest on and all other amounts (including, without limitation, Additional Amounts) payable under such Notes provided for pursuant to the Indenture, dated as of [GUARANTOR] ●], 2017 (the “Indenture”) among Energy Resources LLC (the “Company”), the Parent Guarantor, the Joint Provisional Liquidators, the Subsidiary Guarantors and the Trustee, and under the Indenture and the terms of such Notes when and as the same shall become due and payable, whether at the stated maturity (including, without limitation, Additional Amounts), by declaration of acceleration, by call for redemption or otherwise, in each case in accordance with the terms of such Notes and of the Indenture. The obligations of each Subsidiary Guarantor to the holders of the Notes to which this Subsidiary Guarantee relates are subject to the further provisions set forth in ‎Article 13 of the Indenture, and reference is hereby made to such Article and the Indenture for such purpose. This Subsidiary Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Subsidiary Guarantee is endorsed shall have been executed by the Registrar in the manner set forth in the Indenture. Terms not otherwise defined herein shall have the respective meanings assigned thereto in the Indenture. Mongolian Coal Corporation Limited as Subsidiary Guarantor By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended CertificateMongolian Coal Corporation S.à.x.x. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Subsidiary Guarantor By: Name: Title DateTitle: EXHIBIT E FORM OF Energy Resources Corporation LLC as Subsidiary Guarantor By: Name: Title: Energy Resources Rail LLC as Subsidiary Guarantor By: Name: Title: [Gobi Road LLC] as Subsidiary Guarantor By: Name: Title: Tavan Tolgoi Airport LLC as Subsidiary Guarantor By: Name: Title: Enrestechnology LLC as Subsidiary Guarantor By: Name: Title: Ukhaa Khudag Water Supply LLC as Subsidiary Guarantor By: Name: Title: United Power LLC as Subsidiary Guarantor By: Name: Title: Schedule A The initial principal amount of this Global Note is US$_____________. Changes in principal amount of this Global Note are set forth below: Date Principal amount by which this Global Note is to be decreased and reason for decrease Principal amount by which this Global Note is to be increased and reason for increase Remaining principal amount of this Global Note after such decrease or increase TRUSTEE, PRINCIPAL PAYING AGENT, TRANSFER AGENT AND REGISTRAR Trustee The Bank of New York Mellon 000 Xxxxxxx Xxxxxx New York, NY 10286 United States of America Principal Paying Agent The Bank of New York Mellon, London Branch One Canada Square Xxxxxx X00 0XX Xxxxxx Xxxxxxx Transfer Agent and Registrar The Bank of New York Xxxxxx XX/NV, Luxembourg Branch Vertigo Building – Polaris 0-0 xxx Xxxxxx Xxxxxxx L-2453 Luxembourg XXXXXXX X-0 ENERGY RESOURCES LLC AUTHORIZATION CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS [●], [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company2017 I, L.P. and NB Finance Corp. Battsengel Gotov, Chief Executive Officer, acting on behalf of Energy Resources LLC, a limited liability company established under the laws of Mongolia at Xxxxxxx Xxxxx, 00/X, 0 Xxxxxxxxxx Xxxxxx, XXX-0, Ulaanbaatar, 210620a, Mongolia (the “IssuersCompany”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers), we confirm hereby certify that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.09 of the Indenture, check the following box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change amount in principal amount (must be a minimum of Control Offer: $2,000 or an integral multiple of $1,000 in whole ¨ in whole ¨ in part ¨ in part ¨ Amount excess thereof) you elect to be Amount to be have purchased: $ purchased: $ $____________ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Tax Identification No.: Signature Guarantee*: * Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. FORM OF NOTATION OF GUARANTEE For value received, each Subsidiary Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in, and subject to the provisions in, the Indenture, dated as of this Note July 6, 2018 (the cash payments in United States dollars "Base Indenture"), among LGI Homes, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee under the Base Indenture, as amended and supplemented by the Fourth Supplemental Indenture thereto, dated as of November 21, 2023 (together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors and Regions Bank, as trustee for the Notes (the "Trustee"), (a) the due and punctual payment of the principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premiumpremium on, if any, and interest, if any, on, the Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of this Noteinterest on overdue principal of, premium on, if any, and interest, if any, on, the Notes, if any, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the Trustee, Trustee all in accordance with the terms of the Indenture and subject (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the terms Holders of Notes and limitations of this Note, to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article X of the Indenture and this reference is hereby made to the Indenture for the precise terms of the Guarantee. This Guarantee will become effective in accordance with Article X Each Holder of a Note, by accepting the Indenture same, agrees to and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected bound by the fact that it is not affixed to any particular Notesuch provisions. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTORSignature Pages Follow] LGI HOMES GROUP, LLC By: Name: Xxxx X. Xxxxx Title: EXHIBIT D(1) Manager RIVERCHASE ESTATES PARTNERS, LLC By: LGI Homes Group, LLC, its Sole Member By: Name: Xxxx X. Xxxxx Title: Manager LGI HOMES-TEXAS, LLC LGI HOMES AZ CONSTRUCTION, LLC LGI HOMES – E SAN ANTONIO, LLC LGI HOMES – ARIZONA, LLC LGI HOMES – FLORIDA, LLC LGI HOMES – GEORGIA, LLC LGI XXXXXXX LAND PARTNERS, LLC LGI HOMES CORPORATE, LLC LGI HOMES AZ SALES, LLC LGI HOMES – NEW MEXICO, LLC LGI HOMES NM CONSTRUCTION, LLC XXXXXX RANCH PARTNERS, LLC LGI HOMES – COLORADO, LLC LGI HOMES – NC, LLC LGI HOMES – SC, LLC LGI HOMES – TENNESSEE, LLC LGI HOMES – WASHINGTON, LLC LGI HOMES – OREGON, LLC LGI HOMES – ALABAMA, LLC LGI HOMES – MINNESOTA, LLC LGI HOMES – OKLAHOMA, LLC LGI LIVING, LLC LGI HOMES – CALIFORNIA, LLC LGI HOMES – MARYLAND, LLC LGI HOMES – VIRGINIA, LLC LGI HOMES – WEST VIRGINIA, LLC LGI HOMES – WISCONSIN, LLC LGI HOMES – PENNSYLVANIA, LLC LGI HOMES – UTAH, LLC By: LGI Homes Group, LLC, its Manager By: Name: Xxxx X. Xxxxx Title: Manager LGI HOMES – NEVADA, LLC By: Name: Xxxxxxxxxxx X. Xxxxx Title: Manager Exhibit B FORM OF REGULATION S CERTIFICATE TRANSFEREE LETTER OF REPRESENTATION LGI Homes, Inc. In care of Regions Bank 0000 XxXxxxxx Xxxxxx, 11th Floor Dallas, Texas 75202 Attention: Xxxxx Xxxxxxxx Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (principal amount of the “Issuers”) 10 1/28.750% Senior Notes due 2011 2028 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate LGI Homes, Inc. (with its successors and assigns, the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested Upon transfer, the Trustee by written order to deliver in exchange for its beneficial interest Notes would be registered in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements name of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Bynew beneficial owner as follows: Name: Title DateAddress: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] AttentionTaxpayer ID Number: [ ] Re: National Beef Packing Company, L.P. The undersigned represents and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm warrants to you that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 1110 or Section 4.15 (“Change of Control Offer”) 1115 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change ☐ Section 1110 ☐ Section 1115 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 1110 or Section 1115 of the Indenture, state the amount you elect to be have purchased: $ purchased$_______________ Date: $ Dated: _______________ Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized signatory of Trustee or Taxpayer Identification Number: EXHIBIT C Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF SUBSIDIARY GUARANTEE For value receivedEach of the Subsidiary Guarantors (which term includes any successor Person under the Indenture (as defined below)), the undersigned hereby has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in Article Sixteen of this Note the cash payments Tenth Supplemental Indenture dated as of December 28, 2016, by and among Concho Resources Inc., as issuer, the Subsidiary Guarantors and Xxxxx Fargo Bank, National Association, as Trustee (the “Supplemental Indenture”) to the Indenture, dated as of September 18, 2009 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in United States dollars the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the all other amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers payable under the Indenture (as defined below) or and the Note, Notes by the Company. The obligations of the Subsidiary Guarantors to the Holder Holders of this Note Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms are expressly set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 Article Sixteen of the Supplemental Indenture (the “Indenture”) dated as of August 6, 2003 relating and reference is hereby made to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside Indenture for the United States to whom precise terms of the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You Subsidiary Guarantee and the Issuers are entitled to rely conditions upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:which it may be released.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.07 or Section 4.15 (“Change of Control Offer”) 4.12 of the Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change Section 4.07 ¨ Section 4.12 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Security purchased by the Company pursuant to be Amount Section 4.07 or Section 4.12 of the Supplemental Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this NoteSecurity) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social guarantor acceptable to the Trustee). [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY The following increases or decreases in this Global Security Number have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Security Amount of Increase in Principal Amount of this Global Security Principal Amount of this Global Security Following such Decrease or Taxpayer Identification Number: Increase Signature of Authorized Officer of Trustee or Securities Custodian EXHIBIT C B FORM OF NOTATION OF SUBSIDIARY GUARANTEE For value received, the undersigned hereby Guarantor (which term includes any successor to such Guarantor under the Supplemental Indenture referred to below) has, jointly and severally, with each other Guarantor, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in and subject to the provisions in, the Amended First Supplemental Indenture dated as of this Note March 8, 2012 (the cash payments in United States dollars “Supplemental Indenture”) among Key Energy Services, Inc. (the “Company”), each Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), the full and punctual payment of the principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture Securities (as defined belowin the Supplemental Indenture) when due, whether at Stated Maturity, or upon redemption, required repurchase pursuant to Section 4.07 or Section 4.12 of the NoteSupplemental Indenture, acceleration or otherwise, and all other monetary obligations owing by the Company under the Supplemental Indenture (including obligations owing to the Trustee) and the Securities, all as more fully provided in Article 10 of the Supplemental Indenture. The obligations of the undersigned Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 10 of the Supplemental Indenture and reference is hereby made to the Supplemental Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of this Note a Security, by accepting the same, (a) agrees to and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity bound by such provisions and enforceability (b) appoints the Trustee attorney-in-fact of this Guarantee shall not be affected by the fact such Holder for such purpose; provided, however, that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Subsidiary Guarantee is subject to release upon in accordance with the terms set forth in provisions of the Supplemental Indenture. [GUARANTORNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE GUARANTORS [SEQUENTIAL NUMBER] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ dated as of , 20 , among [Names of Future Guarantor(s)] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “IssuersNew Guarantors”) 10 1/2% Senior Notes due 2011 ), a subsidiary of Key Energy Services, Inc., a Maryland corporation [or its permitted successor] (the “NotesCompany”), the existing Guarantors (as defined in the First Supplemental Indenture referred to herein) Dear Sirs: This letter relates and The Bank of New York Mellon Trust Company, N.A., as trustee under the Amended First Supplemental Indenture referred to U.S. $ principal amount at maturity of Notes represented by a certificate herein (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorTrustee”). The Transferor:* ¨ has requested New Guarantor and the Trustee by written order existing Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Guarantors”, or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActGuarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.8 of the Indenture, check the box: ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.8 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount principal amount to be purchased: $ purchased: $ ($1,000 or an integral multiple thereof, provided that the unpurchased portion of this Note must be in a principal amount of at least $2,000) Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Exchange Act of 19331934, as amended. You Exhibit A FORM OF FACE OF EXCHANGE NOTE */ [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A and the Issuers are entitled attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.] [FORM OF FACE OF EXCHANGE NOTE] No. $[ ] (subject to rely upon this letter adjustment as reflected in the Schedule of Increases or Decreases in Global Note attached hereto) EXPEDIA, INC. 5.000% SENIOR NOTE DUE 2026 CUSIP NO. [ ] ISIN NO. [ ] Expedia, Inc., a Delaware corporation, for value received, promises to pay to , or registered assigns, the principal sum of , Dollars (subject to adjustment as reflected in the Schedule of Increases or Decreases in Global Note attached hereto) on February 15, 2026. Interest Payment Dates: February 15 and are irrevocably authorized to produce this letter or a copy hereof August 15 of each year, commencing on [August 15, 2016] [first interest payment date relating to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Additional Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:].

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Issuers pursuant to Section 4.10 or any portion Section 4.14 of the Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.14 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount amount you elect to be Amount to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, guarantor acceptable to the Holder Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note the cash payments in United States dollars is $ . The following exchanges of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Note Custodian * This schedule should be included only if lawfulthe Note is issued in global form. [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE] THE OBLIGATIONS OF THE GUARANTORS TO THE HOLDERS OF THE NOTES PURSUANT TO THIS GUARANTEE AND THE INDENTURE DATED AS OF [ ], and the payment or performance of all other Obligations of the Issuers under the AMONG NATIONSTAR MORTGAGE LLC, NATIONSTAR CAPITAL CORPORATION, THE GUARANTORS NAMED THEREIN AND THE TRUSTEE NAMED THEREIN (THE “INDENTURE”) ARE EXPRESSLY SET FORTH IN ARTICLE X OF THE INDENTURE, AND REFERENCE IS HEREBY MADE TO SUCH INDENTURE FOR THE PRECISE TERMS OF THIS GUARANTEE. THE TERMS OF THE INDENTURE, INCLUDING WITHOUT LIMITATION ARTICLE X, ARE INCORPORATED HEREIN BY REFERENCE. EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (as defined below) or the Notethis “Supplemental Indenture”), to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company(the “Guaranteeing Subsidiary”), L.P. a subsidiary of Nationstar Mortgage LLC, a Delaware limited liability company (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and and, together with Nationstar Capital Corporation, the “Issuers”) and U.S. Bank Xxxxx Fargo Bank, National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company or a portion thereof repurchased pursuant to Section 4.10 (“Net Proceeds Offer”) 4.09, 4.11 or Section 4.15 (“Change of Control Offer”) 4.21 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change ☐ If the purchase is in part, indicate the portion (in denominations of Control Offer: $1.00 or any multiple of $1.00 in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount excess thereof) to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature GuaranteeDate: (Participant Certifying Signature: SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder amount of this Note have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/Increase Notation Made by or on Behalf of Registrar XXXXXX SECURED GUARANTEE OF [NAME OF GUARANTOR] Relating to the cash payments in United States dollars Indenture dated as of principal of[issue date], premium2023 (the “Indenture”) among Digicel Intermediate Holdings Limited, if anyan exempted company with limited liability incorporated organized under the laws of Bermuda (“Holdings”), Digicel International Finance Limited, an exempted company with limited liability incorporated under the laws of Bermuda (the “Company”), and interest on this Note DIFL US LLC, a Delaware limited liability company (“DIFL US” and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, together with Holdings and the payment or performance of all other Obligations of Company, the Issuers under “Issuers”), the Indenture (Guarantors and Wilmington Savings Fund Society, FSB, as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to given them in the Indenture dated as Indenture. For value received, [Name of August 6, 2003, among National Beef Packing Company, L.P. Guarantor] (the “CompanyGuarantor”) hereby fully and, subject to the limitation on the effectiveness and NB Finance Corp. as enforceability described below and in Section 10.04 of the Indenture, unconditionally guarantees, on a senior secured, joint and several obligors basis, to each Holder and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuers under the Indenture and the Note (including obligations to the Trustee) with respect to each an “Issuer” Note authenticated and together delivered by the Trustee or its agent pursuant to and in accordance with the provisions of the Indenture, in accordance with the terms of the Indenture (all the foregoing being hereinafter collectively called the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “IndentureObligations”). THIS GUARANTEE SHALL BE GOVERNED BYThe Guarantor further agrees that the Obligations may be extended or renewed, AND CONSTRUED IN ACCORDANCE WITHin whole or in part, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each as provided in the Indenture without notice or further assent from the Guarantor hereby agrees to submit to and that the jurisdiction Guarantor will remain bound by Article Ten of the courts Indenture notwithstanding any extension or renewal of any Obligation. All payments under this Senior Secured Guarantee shall be made in dollars. [Any other limitations to be included.] Capitalized terms not defined herein have the meanings given to such terms in the Indenture. This Senior Secured Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:York.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 1110 or Section 4.15 (“Change of Control Offer”) 1115 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change Section 1110 ¨ Section 1115 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 1110 or Section 1115 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized signatory of Trustee or Taxpayer Identification Number: EXHIBIT C Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B NOTATION OF SUBSIDIARY GUARANTEE For value receivedEach of the Subsidiary Guarantors (which term includes any successor Person under the Indenture (as defined below)), the undersigned hereby has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in Article Sixteen of this Note the cash payments Second Supplemental Indenture dated as of November 8, 2012, by and among Stone Energy Corporation, as issuer, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Supplemental Indenture”) to the Indenture, dated as of January 26, 2010 among the Company, the Subsidiary Guarantors and the Trustee (the “Base Indenture” and as supplemented by the Supplemental Indenture, the “Indenture”), and subject to the provisions in United States dollars the Indenture, the due and punctual payment of the principal of, and premium, if any, and interest on this Note (the Notes and including Additional Interest payable thereon) in the all other amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers payable under the Indenture (as defined below) or and the Note, Notes by the Company. The obligations of the Subsidiary Guarantors to the Holder Holders of this Note Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms are expressly set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 Article Sixteen of the Supplemental Indenture (the “Indenture”) dated as of August 6, 2003 relating and reference is hereby made to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside Indenture for the United States to whom precise terms of the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You Subsidiary Guarantee and the Issuers are entitled to rely conditions upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:which it may be released

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ o Net Proceeds Offer: ¨ o Change of Control Offer: in whole ¨ o in whole ¨ o in part ¨ o in part ¨ Amount to be o Amount to be purchased: $ Amount to be purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as SCHEDULE OF EXCHANGES OF NOTES The following exchanges of a surety, to the Holder part of this Global Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior for Certificated Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party part of another Global Note have been made: Date of Exchange Amount of decrease in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held this Global Note Amount of increase in * book-entry principal amount of this Global Note Principal amount of this Global Note following such decrease (or * certificated form by increase) Signature of authorized officer of Trustee EXHIBIT B FORM OF SERIES B NOTE (the Face of Note) MXENERGY HOLDINGS INC. FLOATING RATE SENIOR NOTE DUE 2011 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“TransferorDTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or NotesAND ANY PAYMENT IS MADE TO CEDE & CO. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.](2) THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTIONS 1272, 1273 AND 1275 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED. BEGINNING NO LATER THAN 10 (2)TEN) DAYS AFTER THE ISSUE DATE, YOU MAY CONTACT THE GENERAL COUNSEL OF MXENERGY HOLDINGS INC. AT 000 XXXXXX XXXXXX, XXXXXXXX, XX 00000, TELEPHONE (3000) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act000-0000, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities ActWHO WILL PROMPTLY PROVIDE YOU WITH ANY REQUIRED INFORMATION REGARDING THE ISSUE DATE, other than Rule 144ATHE ISSUE PRICE, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME THE AMOUNT OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE ORIGINAL ISSUE DISCOUNT AND THE YIELD TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:MATURITY.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change Section 4.10 ¨ Section 4.15 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized officer of Trustee or Taxpayer Identification Number: Custodian EXHIBIT C B EXHIBIT B FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder extent set forth in the Indenture and subject to the provisions in the Indenture dated as of this Note May 12, 2011 (the cash payments in United States dollars “Indenture”) among Angiotech Pharmaceuticals, Inc., (the “Company”), the Guarantors party thereto and Deutsche Bank National Trust Company, as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due overdue principal of and interest on the overdue principal, premiumNotes, if any, and interest, if any, of this Note, if lawful, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under Company to the Indenture (as defined below) Holders or the Note, to the Holder of this Note and the Trustee, Trustee all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will become effective be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article X 10 of the Indenture and its reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced therein. The validity by this Note Guarantee shall cease to be so subordinated and enforceability subject in right of payment upon any defeasance of this Guarantee shall not be affected by Note in accordance with the fact that it is not affixed to any particular Noteprovisions of the Indenture. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] AFMEDICA, INC. By: Name: K. Xxxxxx Xxxxxx Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE President AMERICAN MEDICAL INSTRUMENTS HOLDINGS, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended CertificateINC. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title DateK. Xxxxxx Xxxxxx Title: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS President ANGIOTECH AMERICA, [ ] [ ] [ ] AttentionINC. By: [ ] ReName: National Beef Packing CompanyK. Xxxxxx Xxxxxx Title: President ANGIOTECH BIOCOATINGS CORP. By: Name: K. Xxxxxx Xxxxxx Title: President ANGIOTECH DELAWARE, L.P. and NB Finance Corp. INC. By: Name: K. Xxxxxx Xxxxxx Title: President ANGIOTECH FLORIDA HOLDINGS, INC. By: Name: K. Xxxxxx Xxxxxx Title: President ANGIOTECH INTERNATIONAL HOLDINGS, CORP. By: Name: Xxx Xxxx Title: President ANGIOTECH PHARMACEUTICALS (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear SirsUS), INC. By: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Name: K. Xxxxxx Xxxxxx Title: President

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 4.11 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”Control) of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change of Control OfferIf you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.11 of the Indenture, state the principal amount you elect to have purchased (in denominations of €100,000 and integral multiples of €1,000 in excess thereof): € Date: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: _____________________ Your Signature: (Sign exactly as your name appears on the other side face of this Note) Signature Guarantee*: (Participant Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, other signature guarantor acceptable to the Holder Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made:* Date of Exchange Amount of decrease in Principal Amount of this Global Note the cash payments Amount of increase in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal Amount of this Note, if lawful, Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Common Service Provider to the ICSDs * This Schedule of Increases or Decreases in Global Note is for informational purposes only and the payment or performance of all other Obligations records of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms ICSDs shall be evidenced thereincontrolling. The validity and enforceability Exhibit B Form of this Guarantee shall not be affected by the fact that it is not affixed to any particular NoteLegend for Regulation S Note “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, 2003SOLD, among National Beef Packing CompanyASSIGNED, L.P. TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (the THE “CompanyRESALE RESTRICTION TERMINATION DATE”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THAT IS 40 DAYS AFTER THE LAWS LATER OF THE STATE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF NEW YORK BUT WITHOUT GIVING EFFECT SUCH SECURITY) WAS FIRST OFFERED TO APPLICABLE PRINCIPLES PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF CONFLICTS REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORATION, AMPHENOL TECHNOLOGIES HOLDING GMBH OR ANY OF LAW THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE EXTENT SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE APPLICATION OF UNITED STATES WITHIN THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM MEANING OF REGULATION S CERTIFICATE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing CompanySUBJECT TO AMPHENOL CORPORATION, L.P. and NB Finance Corp. AMPHENOL TECHNOLOGIES HOLDING GMBH AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (the C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF (A) AN “IssuersEMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) 10 1/2% Senior Notes due 2011 THAT IS SUBJECT TO TITLE I OF ERISA, (the B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorCODE”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such NoteCOLLECTIVELY, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSIMILAR LAWS”), OR (C) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE THE ASSETS OF ANY OF THE FOREGOING DESCRIBED IN CLAUSES (as defined in Rule 501(a)(1A) AND (B) PURSUANT TO ERISA OR OTHERWISE (EACH OF THE FOREGOING DESCRIBED IN CLAUSES (A), (B) AND (C) IS REFERRED TO HEREIN AS A “PLAN” OR (2), ) THE ACQUISITION AND HOLDING OF THIS SECURITY (3OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.” FORM OF ASSIGNMENT FOR REGULATION S NOTE (I) or (7we) under assign and transfer this Note to: (Insert assignee’s legal name) (Insert assignee’s social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: as Agent to transfer this Note on the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements books of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities ActCompany. An Opinion of Counsel The Agent may substitute another to the effect that such transfer does not require registration under the Securities Act accompanies this Certificateact for him. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Check One]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company or a portion thereof repurchased pursuant to Section 4.10 (“Net Proceeds Offer”) Sections 4.09, 4.11, 4.23 or Section 4.15 (“Change of Control Offer”) 4.24 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change ☐ If the purchase is in part, indicate the portion (in denominations of Control Offer: $2,000 or any multiple of $1.00 in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount excess thereof) to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature GuaranteeDate: Certifying Signature: ______________________________________ SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/Increase Notation Made by or on Behalf of Registrar SENIOR SECURED GUARANTEE OF [NAME OF GUARANTOR] Relating to the Indenture dated as of , 2020 (Participant in recognized signature guarantee medallion programthe “Indenture”) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedamong Digicel Group 0.5 Limited, an exempted company with limited liability incorporated organized under the laws of Bermuda (the “Issuer”), the undersigned hereby unconditionally guaranteesGuarantor and Deutsche Bank Trust Company Americas, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to given them in the Indenture dated as Indenture. For value received, [Name of August 6, 2003, among National Beef Packing Company, L.P. Guarantor] (the “CompanyGuarantor”) hereby fully and, subject to the limitation on the effectiveness and NB Finance Corp. as enforceability described below and in Section 10.03 of the Indenture, unconditionally guarantees, on a senior secured, joint and several obligors basis, to each Holder, to the Collateral Agent and its successors and assigns and to the Trustee and its successors and assigns on behalf of each Holder, the full payment of principal of, premium, if any, interest, if any, and Additional Amounts, if any on, and all other monetary obligations of the Issuer under the Indenture and the Note (including obligations to the Collateral Agent and the Trustee) with respect to each an “Issuer” Note authenticated and together delivered by the Trustee or its agent pursuant to and in accordance with the Indenture, in accordance with the terms of the Indenture (all the foregoing being hereinafter collectively called the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “IndentureObligations”). THIS GUARANTEE SHALL BE GOVERNED BYThe Guarantor further agrees that the Obligations may be extended or renewed, AND CONSTRUED IN ACCORDANCE WITHin whole or in part, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each as provided in the Indenture without notice or further assent from the Guarantor hereby agrees to submit to and that the jurisdiction Guarantor will remain bound by Article Ten of the courts Indenture notwithstanding any extension or renewal of any Obligation. All payments under this Senior Secured Guarantee shall be made in dollars. [Any other limitations to be included.] Capitalized terms not defined herein have the meanings given to such terms in the Indenture. This Senior Secured Guarantee shall be governed by, and construed in accordance with, the laws of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:York.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Company pursuant to Section 4.8 of the Indenture, check the box: ¨ Change of Control ¨ If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.8 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount principal amount to be purchased: $ purchased: $ ($1,000 or an integral multiple thereof, provided that the unpurchased portion of this Note must be in a principal amount of at least $2,000) Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Exchange Act of 19331934, as amended. You Exhibit A FORM OF FACE OF EXCHANGE NOTE */ [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A and the Issuers are entitled attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.] [FORM OF FACE OF EXCHANGE NOTE] No. ___________ $[ ] (subject to rely upon this letter adjustment as reflected in the Schedule of Increases or Decreases in Global Note attached hereto) EXPEDIA GROUP, INC. 3.600% SENIOR NOTE DUE 2023 CUSIP NO. [ ] ISIN NO. [ ] Expedia Group, Inc., a Delaware corporation, for value received, promises to pay to _________, or registered assigns, the principal sum of ___________, Dollars (subject to adjustment as reflected in the Schedule of Increases or Decreases in Global Note attached hereto) on December 15, 2023. Interest Payment Dates: June 15 and are irrevocably authorized to produce this letter or a copy hereof December 15 of each year, commencing on [December 15, 2020] [first interest payment date relating to any interested party in any administrative Additional Notes]. Record Dates: June 1 and December 1 of each year (whether or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”not a Business Day). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer Additional provisions of this Note does not require registration under are set forth on the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act other side of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Note.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.14 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change / / Section 4.10 / / Section 4.14 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the Principal Amount at Maturity you elect to be Amount to be have purchased: $ purchased: $ Dated: Date Your Signature: (Sign exactly as your name appears on the other side of this Note) Tax Identification No: Signature Guarantee: . NOTE GUARANTEE Xxxxxxx Real Estate Company, Xxxxxxx/Magnus Publishing Corporation, Xxxxxxx/New York Company, Xxxxxxx/May Inc., Xxxxxxx Alternatives, Inc., Xxxxxxx International, Inc., FMC Resource Management Corporation, Xxxxxxx Training & Technology, Inc., Xxxxxxx/Global, Inc., Xxxxxxx/Executech, Inc., and Xxxxxxx Corporation (Participant in recognized signature guarantee medallion programthe "Guarantors") Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guaranteesguarantee, as principal obligor jointly and not only as a suretyseverally, to the Holder fullest extent permitted by law, (i) the due and punctual payment of this Note the cash payments in United States dollars principal of principal ofthe Notes, premiumwhether at the maturity, if anyby acceleration, call for redemption or otherwise, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and of interest on the overdue principal, premium, if any, principal of the Notes and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations obligations of the Issuers Issuer to the Holders or the Trustee under the Indenture (as defined below) or the NoteNotes and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holder Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are as expressly set forth in Article 10 of the Indenture and in such other provisions of the Indenture as are applicable to the Guarantors, and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. The terms of Article 10 of the Indenture (including, without limitation, Section 10.02 of the Indenture) and such other provisions of the Indenture as are applicable to the Guarantors are incorporated herein by reference. This is a continuing guarantee and shall remain in full force and effect and shall be binding upon the Guarantors and their successors and assigns until full and final payment of all of the Company's obligations under the Notes and the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guaranteeconditions hereof. This Guarantee will become effective in accordance with Article X is a guarantee of the Indenture payment and its terms shall be evidenced thereinnot a guarantee of collection. The validity and enforceability of this This Note Guarantee shall not be affected valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Trustee under the Indenture dated as by the manual signature of August 6one of its authorized officers. In case any provision in this Note Guarantee shall be invalid, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended illegal or supplementedunenforceable, the “Indenture”)validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT SHALL GOVERN AND BE USED TO CONSTRUE THIS NOTE GUARANTEE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW LAWS OF ANOTHER OTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] THE GUARANTORS, as named above By: Name: Title: Attorney-in-Fact A1-F-11 CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310 (a)(1) 7.10 (a)(2) 7.10 (a)(3) N.A. (a)(4) N.A. (a)(5) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 2.05 (b) 11.03 (c) 11.03 313 (a) 7.06 (b)(1) N.A. (b)(2) 7.06; 7.07 (c) 7.06; 11.02 (d) 7.06 314 (a) 10.04 (b) N.A. (c)(1) 10.03 (c)(2) 10.03 (c)(3) N.A. (d) N.A. (e) 10.04 (f) N.A. 315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11 316 (a)(last sentence) 2.09 (a)(1)(A) 6.05 (a)(1)(B) 6.04 (a)(2) N.A. (b) 6.07 (c) 2.12 317 (a)(1) 6.08 (a)(2) 6.09 (b) 2.04 318 (a) N.A. (b) N.A. (c) N.A. N.A. means, not applicable. *This Cross-Reference Table is not part of the Indenture. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 DEFINITIONS 1 SECTION 1.02 OTHER DEFINITIONS 14 SECTION 1.03 INCORPORATION OF TIA PROVISIONS 15 SECTION 1.04 RULES OF CONSTRUCTION 15 ARTICLE 2 THE NOTES 15 SECTION 2.01 FORM AND DATING 15 SECTION 2.02 EXECUTION AND AUTHENTICATION 15 SECTION 2.03 REGISTRAR AND PAYING AGENT 16 SECTION 2.04 PAYING AGENT TO HOLD MONEY IN TRUST 16 SECTION 2.05 HOLDER LISTS 16 SECTION 2.06 TRANSFER AND EXCHANGE 17 SECTION 2.07 REPLACEMENT NOTES 19 SECTION 2.08 OUTSTANDING NOTES 19 SECTION 2.09 TREASURY NOTES 20 SECTION 2.10 TEMPORARY NOTES 20 SECTION 2.11 CANCELLATION 20 SECTION 2.12 [INTENTIONALLY OMITTED] 20 SECTION 2.13 CUSIP NUMBERS 20 ARTICLE 3 REDEMPTION AND PREPAYMENT 21 SECTION 3.01 NOTICES TO TRUSTEE 21 SECTION 3.02 SELECTION OF NOTES TO BE REDEEMED 21 SECTION 3.03 NOTICE OF REDEMPTION 21 SECTION 3.04 EFFECT OF NOTICE OF REDEMPTION 22 SECTION 3.05 DEPOSIT OF REDEMPTION PRICE 22 SECTION 3.06 NOTES REDEEMED IN PART 22 SECTION 3.07 OPTIONAL REDEMPTION 22 SECTION 3.08 MANDATORY REDEMPTION 23 SECTION 3.09 OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS 23 SECTION 3.10 RESTRICTIONS ON REDEMPTION 24 ARTICLE 4 COVENANTS 24 SECTION 4.01 PAYMENT OF NOTES 24 SECTION 4.02 MAINTENANCE OF OFFICE OR AGENCY 25 SECTION 4.03 REPORTS 25 SECTION 4.04 COMPLIANCE CERTIFICATE 25 SECTION 4.05 TAXES 26 SECTION 4.06 STAY, EXTENSION AND USURY LAWS 26 SECTION 4.07 RESTRICTED PAYMENTS 26 SECTION 4.08 DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES 30 SECTION 4.09 INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK 31 SECTION 4.10 ASSET SALES 33 SECTION 4.11 TRANSACTIONS WITH AFFILIATES 34 SECTION 4.12 LIENS 35 SECTION 4.13 CORPORATE EXISTENCE 35 SECTION 4.14 OFFER TO REPURCHASE UPON CHANGE OF CONTROL 35 SECTION 4.15 [INTENTIONALLY OMITTED] 36 SECTION 4.16 LIMITATION ON SALE AND LEASEBACK TRANSACTIONS 36 SECTION 4.17 PAYMENTS FOR CONSENT 37 SECTION 4.18 ADDITIONAL NOTE GUARANTEES 37 ARTICLE 5 SUCCESSORS 37 SECTION 5.01 MERGER, CONSOLIDATION, OR SALE OF ASSETS 37 SECTION 5.02 SUCCESSOR CORPORATION SUBSTITUTED 38 ARTICLE 6 DEFAULTS AND REMEDIES 38 SECTION 6.01 EVENTS OF DEFAULT 38 SECTION 6.02 ACCELERATION 39 SECTION 6.03 OTHER REMEDIES 40 SECTION 6.04 WAIVER OF PAST DEFAULTS 40 SECTION 6.05 CONTROL BY MAJORITY 40 SECTION 6.06 LIMITATION ON SUITS 40 SECTION 6.07 RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT 41 SECTION 6.08 COLLECTION SUIT BY TRUSTEE 41 SECTION 6.09 TRUSTEE MAY FILE PROOFS OF CLAIM 41 SECTION 6.10 PRIORITIES 42 SECTION 6.11 UNDERTAKING FOR COSTS 42 ARTICLE 7 TRUSTEE 42 SECTION 7.01 DUTIES OF TRUSTEE 42 SECTION 7.02 RIGHTS OF TRUSTEE 43 SECTION 7.03 INDIVIDUAL RIGHTS OF TRUSTEE 44 SECTION 7.04 TRUSTEE'S DISCLAIMER 44 SECTION 7.05 NOTICE OF DEFAULTS 44 SECTION 7.06 REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES 44 SECTION 7.07 COMPENSATION AND INDEMNITY 45 SECTION 7.08 REPLACEMENT OF TRUSTEE 45 SECTION 7.09 SUCCESSOR TRUSTEE BY MERGER, ETC. 46 SECTION 7.10 ELIGIBILITY; DISQUALIFICATION 46 SECTION 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY 47 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 47 SECTION 8.01 OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE 47 SECTION 8.02 LEGAL DEFEASANCE AND DISCHARGE 47 SECTION 8.03 COVENANT DEFEASANCE 47 SECTION 8.04 CONDITIONS TO LEGAL OR COVENANT DEFEASANCE 48 SECTION 8.05 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS 49 SECTION 8.06 REPAYMENT TO COMPANY 49 SECTION 8.07 REINSTATEMENT 50 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 50 SECTION 9.01 WITHOUT CONSENT OF HOLDERS OF NOTES 50 SECTION 9.02 WITH CONSENT OF HOLDERS OF NOTES 50 SECTION 9.03 COMPLIANCE WITH TRUST INDENTURE ACT 52 SECTION 9.04 REVOCATION AND EFFECT OF CONSENTS 52 SECTION 9.05 NOTATION ON OR EXCHANGE OF NOTES 52 SECTION 9.06 TRUSTEE TO SIGN AMENDMENTS, ETC. 52 ARTICLE 10 NOTE GUARANTEES 52 SECTION 10.01 GUARANTEES 52 SECTION 10.02 LIMITATION ON GUARANTORS LIABILITY 53 SECTION 10.03 EXECUTION AND DELIVERY OF NOTE GUARANTEES 54 SECTION 10.04 GUARANTORS MAY CONSOLIDATE, ETC. ON CERTAIN TERMS 55 SECTION 10.05 RELEASES OF NOTE GUARANTEE 55 SECTION 10.06 TRUSTEE'S COMPENSATION NOT PREJUDICED 55 ARTICLE 11 MISCELLANEOUS 55 SECTION 11.01 TRUST INDENTURE ACT CONTROLS 55 SECTION 11.02 NOTICES 56 SECTION 11.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES 57 SECTION 11.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT 57 SECTION 11.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION 57 SECTION 11.06 RULES BY TRUSTEE AND AGENTS 57 SECTION 11.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS; CONSENT TO SHAREHOLDER PAYMENT 57 SECTION 11.08 GOVERNING LAW 58 SECTION 11.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS 58 SECTION 11.10 SUCCESSORS 58 SECTION 11.11 SEVERABILITY 58 SECTION 11.12 COUNTERPART ORIGINALS 58 SECTION 11.13 TABLE OF CONTENTS, HEADINGS, ETC. 58 Trust Indenture Act Section Indenture Section EXHIBIT D(1) C [FORM OF REGULATION S CERTIFICATE , [ REGISTRATION RIGHTS AGREEMENT] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. Filed separately. QuickLinks NOTE PURCHASE AGREEMENT ARTICLE 1 ISSUANCE OF NOTES; CONSIDERATION; CONDITIONS ARTICLE 2 REPRESENTATIONS BY THE COMPANY AND SUBSIDIARY GUARANTORS ARTICLE 3 REPRESENTATIONS OF THE PURCHASERS ARTICLE 4 MISCELLANEOUS Form of Note (the “Issuers”Back of Note) 10 1/214% Senior Discount Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE 2008 OPTION OF HOLDER TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:ELECT PURCHASE NOTE GUARANTEE ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) 1007 or Section 4.15 (“Change of Control Offer”) 1012 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change o Section 1007 o Section 1012 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 1007 or Section 1012 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized signatory of Trustee or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedCustodian * This schedule should be included only if the Note is issued in global form. ANNEX B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , is among [Name of Future Subsidiary Guarantor] (the “New Subsidiary Guarantor”), a subsidiary of Xxxxxxxxxxx International plc, an Irish public limited company [or its permitted successor] (the “Parent Guarantor”), Xxxxxxxxxxx International Ltd., a Bermuda exempted company (“Weatherford Bermuda”), each other existing Subsidiary Guarantor (as defined in the Indenture referred to herein), [Xxxxxxxxxxx International, LLC, a Delaware limited liability company (the “Issuer”), the undersigned hereby unconditionally guaranteesParent Guarantor and Deutsche Bank Trust Company Americas, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers trustee under the Indenture (as defined below) or the Note, referred to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested New Subsidiary Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors,” or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased in its entirety by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) 1015 or Section 4.15 (“Change of Control Offer”) 1016 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If you want to elect to have only a part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount this Security purchased by the Issuer pursuant to be Amount to be purchasedSection 1015 or 1016 of the Indenture, state the amount: $ purchased: $ ------------ Dated: Your Signature: ---------------------------------------------------------- (Sign exactly as your name appears on the other side of this NoteSecurity) Signature Guarantee: ------------------------------------------------------------ (Participant Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit unions) with membership in recognized an approved signature guarantee medallion programprogram pursuant to Securities and Exchange Commission Rule 17Ad-15.) Social Security Number or Taxpayer Identification NumberSection 204 Form of Trustee's Certificate of Authentication. The Certificate of Authentication shall be in substantially the following form: EXHIBIT C This is one of the Securities referred to in the within-mentioned Indenture. HSBC Bank USA, as Trustee By ------------------------------- Authorized Signatory Section 205 Form of Notation of Subsidiary Guarantee. The form of Notation of Subsidiary Guarantee shall be in substantially the following form: SUBSIDIARY GUARANTEE For value receivedSubject to the limitations set forth in the Indenture, the undersigned hereby unconditionally guarantees, Subsidiary Guarantors (as principal obligor defined in the Indenture referred to in this Security and not only each hereinafter referred to as a surety"Subsidiary Guarantor," which term includes any successor or additional Subsidiary Guarantor under the Indenture) have jointly and severally, to irrevocably and unconditionally guaranteed (a) the Holder due and punctual payment of this Note the cash payments in United States dollars of principal of, (and premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due of and interest on the Securities, whether at Stated Maturity, by acceleration, call for Redemption, upon an Offer to Purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal, premium, if any, principal of and interest, if any, of this Note, if interest on the Securities to the extent lawful, (c) the due and the payment or punctual performance of all other Obligations of the Issuers Issuer and the Subsidiary Guarantors to the Holders and the Trustee under the Indenture, the Securities and the Security Documents and (d) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for Redemption, upon an Offer to Purchase or otherwise. Capitalized terms used herein shall have the same meanings assigned to them in the Indenture (as defined below) or unless otherwise indicated. Payment on each Security is guaranteed, jointly and severally, by the Note, Subsidiary Guarantors pursuant to Article Fourteen of the Indenture and reference is made to such Indenture for the precise terms of the Subsidiary Guarantees. The Obligations of each Subsidiary Guarantor are limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Subsidiary Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under the Indenture, result in the Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any applicable Federal, State or foreign bankruptcy law or not otherwise being void, voidable or unenforceable under any such applicable bankruptcy law. Each Subsidiary Guarantor that makes a payment or distribution under a Subsidiary Guarantee shall be entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount based on the Adjusted Net Assets of each Subsidiary Guarantor. Certain of the Subsidiary Guarantors may be released from their Subsidiary Guarantees upon the terms and subject to the conditions provided in the Indenture. The Subsidiary Guarantee shall be binding upon each Subsidiary Guarantor listed below and its successors and assigns and shall inure to the benefit of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder of this Note and or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth conditions in the Indenture. [GUARANTORRemainder of page intentionally left blank.] -------------------------------------------- By: ----------------------------------------- Name: -------------------------------------- Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] ------------------------------------- -------------------------------------------- By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: ----------------------------------------- Name: Title Date-------------------------------------- Title: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:--------------------------------------

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note Debenture purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.07 of the Indenture, check the applicable boxes ¨ Net Proceeds OfferBox: ¨ Change [ ] If you wish to have a portion of Control Offerthis Debenture purchased by the Company pursuant to Section 4.07 of the Indenture, state the amount: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased$___________________. Date: $ purchased: $ Dated: --------------- Your Signature: ----------------------------------------------------------------- (Sign exactly as your name appears on the other side of this NoteDebenture) Signature Guarantee: (Participant -------------------------------- Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, other signature guarantor acceptable to the Holder Trustee. EXHIBIT B Form of this Note the cash payments in United States dollars of principal ofCertificate , premium----------------- -- IBJ Schrxxxx Xxxk & Trust Company One Xxxxx Xxxxxx Xxx Xxxx, if anyXxx Xxxx 00000 Xxxention: Corporate Administration Regal Cinemas, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principalInc. 7132 Xxxxxxxxxx Xxxx Xxxxx Xxxxxxxxx, premiumXxxxxxxxx 00000 Xxxention: Chief Financial Officer Re: Regal Cinemas, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. Inc. (the “"Company”") and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee 8 7/8% Senior Subordinated Debentures due 2010 (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”"Debentures") Dear Sirs: This letter relates to U.S. $ $______ principal amount at maturity of Notes Debentures represented by a certificate Debenture (the “"Legended Certificate”Debenture") which bears a legend outlining restrictions upon transfer of such Legended CertificateDebenture. Pursuant to Section 2.1 2.02 of the Indenture (the “Indenture”) dated as of August 6December 16, 2003 1998 (the "Indenture") relating to the NotesDebentures, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes Debentures could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933. Accordingly, as amendedyou are hereby requested to exchange the legended certificate for an unlegended certificate representing an identical principal amount of Debentures, all in the manner provided for in the Indenture. You and the Issuers Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: -------------------------------------- Authorized Signature Signatory 101 EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES C Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors , [ ] [ ] [ ] Attention---------------- --- IBJ Schrxxxx Xxxk & Trust Company One Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxxention: [ ] Corporate Administration Re: National Beef Packing CompanyRegal Cinemas, L.P. and NB Finance Corp. Inc. (the “Issuers”"Company") 10 1/28 7/8% Senior Notes Subordinated Debentures due 2011 2010 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”"Debentures") Dear Sirs: In connection with our proposed purchase of Notes $__________________ aggregate principal amount of the IssuersDebentures, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish the Holder want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the IndentureIssuer, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change [ ] If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedthis Security purchased by the Issuer, state the amount: $ purchased: $ --------- Dated: SignatureYour signature: --------- ------------------------------------- (Sign exactly as your name appears on the other side of this NoteSecurity) Signature Guarantee: :* ---------------------------------------------------------- --------------------- * Signature must be guaranteed by a member of the Medallion Signature Program. EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] SENIOR SUBORDINATED GUARANTEE The Subsidiary Guarantors (Participant as defined in recognized signature the Indenture referred to in the Security upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee medallion programon a senior subordinated basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "Subsidiary Guarantee") Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor due and not only as a surety, to punctual payment of the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and Securities, whether at maturity, by acceleration or otherwise, the times when due and punctual payment of interest on the overdue principal, premium, if any, premium and interest, if any, of this Note, if lawfulon the Securities, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under the Indenture (as defined below) or the Note, Issuer to the Holder of this Note and Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the terms prior payment in full of all Senior Guarantor Indebtedness of such Subsidiary Guarantor, to the extent and limitations of this Notein the manner provided, in Article X Twelve of the Indenture, and reference is hereby made to such Indenture and this Guaranteefor the precise terms of the Subsidiary Guarantee therein made. This Subsidiary Guarantee will become effective shall be governed by and construed in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts laws of the State of New York in any action or proceeding arising out without regard to principles of or relating to this Guaranteeconflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTORSubsidiary Guarantor] By: -------------------------------- Name: Title: 116 EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. LEGENDS FOR SECURITIES Any Global Security authenticated and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears delivered hereunder shall bear a legend outlining restrictions upon transfer of such Legended Certificatein substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. Pursuant to Section 2.1 of THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Any Global Security which represents the Indenture Initial Securities (and all Securities issued in substitution thereof) shall bear a legend in substantially the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of following form: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "SECURITIES ACT"), OR ANY STATE OR OTHER SECURITIES LAWS. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered herebyNEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (the “Issuers”) 10 1/2% Senior Notes due 2011 AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”"RULE 144A"). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2) AGREES THAT IT WILL NOT PRIOR TO (X) THE DATE 117 WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT AND ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS SECURITY) OR THE LAST DAY ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR AS LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE ISSUER, THE TRUSTEE, THE TRANSFER AGENT AND THE REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. SCHEDULE OF EXCHANGES The following exchanges of a part of this Global Security for Physical Securities have been made: Principal Amount Signature of Amount of Amount of of this Global authorized decrease in increase Security officer of Principal Amount in Principal following such Trustee or Date of of this Global Amount of this decrease Securities Exchange Security Global Security (7or increase) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities ActCustodian -------- -------- --------------- ------------- --------- 119 APPENDIX Subsidiary Guarantors Classic Cable Holding, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements Inc. Ponca Holdings, Inc. Classic Telephone, Inc. Universal Cable Holdings, Inc. Universal Cable Communications Inc. Universal Cable of the Securities ActBeaver, other than Rule 144AOklahoma, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yoursInc. Universal Cable Midwest, Inc. WT Acquisition Corporation W.K. Communications, Inc. Television Enterprises, Inc. Black Creek Communications, L.P. Black Creek Management, L.L.C. 120 [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS SECURITY] (Face of Security) EXHIBIT A CUSIP No. 18270XXX0 CLASSIC CABLE, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:INC. ----------------------------------

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 4.11 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”Control) of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ o Change of Control OfferIf you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.11 of the Indenture, state the principal amount you elect to have purchased (in denominations of €100,000 and integral multiples of €1,000 in excess thereof): € Date: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Signature Guarantee*: (Participant Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, other signature guarantor acceptable to the Holder Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made:* Date of Exchange Amount of decrease in Principal Amount of this Global Note the cash payments Amount of increase in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal Amount of this Note, if lawful, Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Common Service Provider to the ICSDs * This Schedule of Increases or Decreases in Global Note is for informational purposes only and the payment or performance of all other Obligations records of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms ICSDs shall be evidenced thereincontrolling. The validity and enforceability Exhibit B Form of this Guarantee shall not be affected by the fact that it is not affixed to any particular NoteLegend for Regulation S Note “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, 2003SOLD, among National Beef Packing CompanyASSIGNED, L.P. TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (the THE “CompanyRESALE RESTRICTION TERMINATION DATE”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THAT IS 40 DAYS AFTER THE LAWS LATER OF THE STATE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF NEW YORK BUT WITHOUT GIVING EFFECT SUCH SECURITY) WAS FIRST OFFERED TO APPLICABLE PRINCIPLES PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF CONFLICTS REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORATION, AMPHENOL TECHNOLOGIES HOLDING GMBH OR ANY OF LAW THEIR SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE EXTENT SECURITIES ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE APPLICATION OF UNITED STATES WITHIN THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM MEANING OF REGULATION S CERTIFICATE UNDER THE SECURITIES ACT OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing CompanySUBJECT TO AMPHENOL CORPORATION, L.P. and NB Finance Corp. AMPHENOL TECHNOLOGIES HOLDING GMBH AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (the C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION OF THIS SECURITY OR ANY INTEREST HEREIN, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS SECURITY (OR ANY INTEREST HEREIN) CONSTITUTES THE ASSETS OF (A) AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“IssuersERISA”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2B) A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER U.S. OR NON-U.S. FEDERAL, STATE, LOCAL OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR (3C) AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT DESCRIBED IN CLAUSE (A) OR (B) PURSUANT TO ERISA OR APPLICABLE SIMILAR LAW OR (2) THE ACQUISITION AND HOLDING OF THIS SECURITY (OR ANY INTEREST HEREIN) WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.” FORM OF ASSIGNMENT FOR REGULATION S NOTE (I) or (7we) under assign and transfer this Note to: (Insert assignee’s legal name) (Insert assignee’s social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: as Agent to transfer this Note on the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements books of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities ActCompany. An Opinion of Counsel The Agent may substitute another to the effect that such transfer does not require registration under the Securities Act accompanies this Certificateact for him. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Check One]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.08 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If you want to elect to have only part of Control Offer: this Security purchased by the Company pursuant to Section 4.06 or 4.08 of the Indenture, state the amount in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchasedprincipal amount: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this NoteSecurity.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with and subject to the terms and limitations Securities Exchange Act of 1934, as amended. EXHIBIT C FORM OF GUARANTY AGREEMENT SUPPLEMENTAL INDENTURE (this Note“Supplemental Indenture”), Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 200320 , among National Beef Packing Company[Name of Future Subsidiary Guarantor(s)] (the “New Guarantor”), L.P. a subsidiary of PetroQuest Energy, Inc., a Delaware corporation [or its permitted successor] (the “Company”) ), the existing Subsidiary Guarantors (as defined in the Indenture referred to herein), the Company and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank Wilmington Trust, National Association, as trustee under the Indenture referred to herein (in such capacity, together with its successors and assigns, the “Trustee”) and the collateral trustee under the Indenture referred to herein (as amended or supplementedin such capacity, together with its successors and assigns, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorCollateral Trustee”). The Transferor:* ¨ has requested New Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors,” or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.1 of the Third Supplemental Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change £ Section 4.1 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 4.1 of the Third Supplemental Indenture, state the amount you elect to be have purchased: $ purchased$_______________ Date: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee*: (___________________________________________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: guarantor acceptable to the Trustee). EXHIBIT C B NOTATION OF NOTE GUARANTEE For value received, United Airlines, Inc. (the undersigned hereby “Guarantor”, which term includes any successor Person under the Indenture) has fully and unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) extent set forth in the amounts and at the times when due and interest on the overdue principalIndenture, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6May 7, 20032013, among National Beef Packing CompanyUnited Continental Holdings, L.P. Inc. (the “Issuer”), the Guarantor and The Bank of New York Mellon Trust Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, N.A., as trustee (the “Trustee”) (the “Original Indenture”), as amended or supplementedsupplemented by the Third Supplemental Indenture, dated as of January 26, 2017, among the Issuer, the Guarantor, and the Trustee (the “Third Supplemental Indenture”) (the Original Indenture, as supplemented by the Third Supplemental Indenture, the “Indenture”), the due and punctual payment of the principal of (and premium, if any) and interest, if any, on the Notes, when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon acceleration, upon tender for repayment at the option of any Holder or otherwise, according to the terms thereof and of the Indenture and all other obligations of the Issuer with respect to the Notes to the Holders or the Trustee under the Notes or the Indenture. THIS GUARANTEE SHALL BE GOVERNED BYIn case of the failure of the Issuer or any successor thereto punctually to pay any such principal, AND CONSTRUED IN ACCORDANCE WITHpremium, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each if any, or interest, the Guarantor hereby agrees to submit cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption, upon declaration of acceleration, upon tender for repayment at the option of any Holder or otherwise, as if such payment were made by the Issuer. The obligations of the Guarantor to the jurisdiction Holders of Notes and to the courts of Trustee pursuant to the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon and the terms Indenture are expressly set forth in Article X of the IndentureOriginal Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. Dated: [GUARANTOR___________] UNITED AIRLINES, INC. By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.06 or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change [ ] If you want to elect to have only part of Control Offerthis Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased$__________ Date: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this NoteSecurity.) Signature Guarantee: (Participant Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in recognized the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee medallion program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT 2 [FORM OF AFFILIATE SUBORDINATION AGREEMENT] This AFFILIATE SUBORDINATION AGREEMENT, dated (this “Affiliate Subordination Agreement”), is delivered pursuant to that certain Indenture, dated as of the date hereof (as it may be amended, supplemented or otherwise modified, the “Indenture”; the terms defined therein and not otherwise defined herein being used herein as therein defined), between Associated Materials, LLC (“Issuer”), the Subsidiary Guarantors party thereto and Deutsche Bank Trust Company Americas (the “Trustee”). Pursuant to Section 4.03(d) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedof the Indenture, the undersigned hereby unconditionally guaranteesagree that all Indebtedness of Issuer or any of its Restricted Subsidiaries issued to and held by the undersigned, as principal obligor and not only as a suretyan Affiliate of Issuer, in each case whether incurred prior to or arising after the Holder date of this Note Affiliate Subordination Agreement (the “Affiliate Debt”), shall (i) have a stated maturity and provide for no payment of the principal of or cash payments in United States dollars of principal of, interest or premium, if any, and interest on this Note thereof, prior to six months after the Stated Maturity of the Securities, (and including Additional Interest payable thereonii) constitute “Affiliate Subordinated Indebtedness” (as such term is defined in the amounts Indenture) and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined belowiii) or the Note, to the Holder of this Note and the Trustee, all in accordance with and be subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Affiliate Subordination Agreement.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.12 or Section 4.15 (“Change of Control Offer”) 4.18 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox below: ¨ Change Section 4.12 ¨ Section 4.18 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 4.12 or Section 4.18 of the Indenture, state the amount you elect to be have purchased: $ purchasedUS$ Date: $ Dated: Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No. SIGNATURE GUARANTEE: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other side “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Assignment Form To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to (Insert assignee’s social security or other tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint as agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (Participant in recognized “STAMP”) or such other “signature guarantee medallion program) Social Security Number ” as may be determined by the Registrar in addition to, or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value receivedin substitution for, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeSTAMP, all in accordance with the Securities Exchange Act of 1934, as amended. SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Note Custodian EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Videotron Ltd. 000 Xx. Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 Xxxxxx Attention: Vice President, Legal Affairs Xxxxx Fargo Bank, National Association as Trustee and subject Registrar – DAPS Reorg. MAC N9303-121 000 0xx Xxxxxx Xxxxx Xxxxxxxxxxx, XX 00000 Telephone No.: (000) 000-0000 Fax No.: (000) 000-0000 Email: XXXXXxxxx@xxxxxxxxxx.xxx Re: 5 3/8% Senior Notes due June 15, 2024 Reference is hereby made to the terms Indenture, dated as of April 9, 2014 (the “Indenture”), among Videotron Ltd., as issuer (the “Company”), the Subsidiary Guarantors party thereto and limitations of this NoteXxxxx Fargo Bank, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular NoteNational Association, as trustee. Capitalized terms used but not defined herein shall have the meanings ascribed given to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested ) owns and proposes to transfer the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note Note[s] or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note Note[s] specified in Annex A hereto, in the principal amount of US$ in such Note[s] or interests (or the portion thereof indicated above“Transfer”); or ¨ has requested , to (the Trustee by written order to exchange or register the transfer of a Note or Notes“Transferee”), as further specified in Annex A hereto. In connection with such request and in respect of each such Notethe Transfer, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, certifies that: [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:CHECK ALL THAT APPLY]

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be purchased: $ Amount to be purchased: $ purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest additional interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X XI of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X XI of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 67, 2003, among National Beef Packing CompanyXxxxxx Publishing Group, L.P. LLC, a Georgia limited liability company (the “Company”) and NB Xxxxxx Publishing Finance Corp. Co., a Georgia corporation (“Xxxxxx Finance” and, together with the Company, the “Issuers”), as joint and several obligors (obligors, each an “Issuer” of the Guarantors named therein and together the “Issuers”) and U.S. Bank Wachovia Bank, National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] YANKTON PRINTING COMPANY BROADCASTER PRESS, INC. THE SUN TIMES, LLC XXXXX NEWS, LLC LOG CABIN DEMOCRAT, LLC ATHENS NEWSPAPERS, LLC SOUTHEASTERN NEWSPAPERS COMPANY, LLC XXXXXXXX COMMUNICATIONS, INC. FLORIDA PUBLISHING COMPANY FALL LINE PUBLISHING, INC. THE BLUE SPRINGS EXAMINER, LLC THE EXAMINER OF INDEPENDENCE, LLC THE XXXXXX KANSAN, LLC OAK GROVE SHOPPER, LLC THE OAK RIDGER, LLC MPG ALLEGAN PROPERTY, LLC MPG HOLLAND PROPERTY, LLC By: Name: Xxxxx X. Xxxxxxxx Title: Vice President, Finance SOUTHWESTERN NEWSPAPERS COMPANY, L.P. By: Xxxxxx Publishing Group, LLC its General Partner By: Name: Xxxxx X. Xxxxxxxx Title: Vice President, Finance EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Wachovia Bank, National Association 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [ ] Corporate Trust Department Re: National Beef Packing CompanyXxxxxx Publishing Group, L.P. LLC and NB Xxxxxx Publishing Finance Corp. Co. (the “Issuers”) 10 1/27% Senior Subordinated Notes due 2011 2013 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 67, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. S). Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Wachovia Bank, National Association 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [ ] Corporate Trust Department Re: National Beef Packing CompanyXxxxxx Publishing Group, L.P. LLC and NB Xxxxxx Publishing Finance Corp. Co. (the “Issuers”) 10 1/27% Senior Subordinated Notes due 2011 2013 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. * Check applicable box ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Title: Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-NON QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Wachovia Bank, National Association 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxx 00000 Attention: [ ] Corporate Trust Department Re: National Beef Packing CompanyXxxxxx Publishing Group, L.P. LLC and NB Xxxxxx Publishing Finance Corp. Co. (the “Issuers”) 10 1/27% Senior Subordinated Notes due 2011 2013 (the “Notes”) Dear Sirs: In connection with our proposed purchase of 7% Senior Subordinated Notes due 2013 (the “Notes”) of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish the Holder want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the IndentureCompany, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change [ ] If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedthis Security purchased by the Company, state the amount: $ purchased: $ ----------- Dated: SignatureYour signature: ----------- ------------------------------------- (Sign exactly as your name appears on the other side of this NoteSecurity) Signature Guarantee: :* --------------------------------------------------------- --------------- * Signature must be guaranteed by a member of the Medallion Signature Program. 126 EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] SENIOR SUBORDINATED GUARANTEE The Subsidiary Guarantors (Participant as defined in recognized signature the Indenture referred to in the Security upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee medallion programon a senior subordinated basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "Subsidiary Guarantee") Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor due and not only as a surety, to punctual payment of the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and Securities, whether at maturity, by acceleration or otherwise, the times when due and punctual payment of interest on the overdue principal, premium, if any, premium and interest, if any, of this Note, if lawfulon the Securities, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and Holders or the Trustee, all in accordance with the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the terms prior payment in full of all Guarantor Senior Indebtedness of such Subsidiary Guarantor, to the extent and limitations of this Notein the manner provided, in Article X Twelve of the Indenture, and reference is hereby made to such Indenture and this Guaranteefor the precise terms of the Subsidiary Guarantee therein made. This Subsidiary Guarantee will become effective shall be governed by and construed in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts laws of the State of New York in any action or proceeding arising out without regard to principles of or relating to this Guaranteeconflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTORSubsidiary Guarantor] By: --------------------------------- Name: Title: 127 EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. LEGEND FOR BOOK-ENTRY SECURITIES Any Global Security authenticated and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears delivered hereunder shall bear a legend outlining restrictions upon transfer in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 128 SCHEDULE OF EXCHANGES The following exchanges of a part of this Global Security for Physical Securities have been made: Principal Amount Signature of Amount of Amount of of this Global authorized decrease in increase Security officer of Principal Amount in Principal following such Legended Certificate. Pursuant to Section 2.1 Trustee or Date of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are this Global Amount of this decrease Securities Exchange Security Global Security (or we will hold such securities on behalf ofincrease) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:Custodian -------- ---------------- --------------- ---------------- ------------

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company or a portion thereof repurchased pursuant to Section 4.10 (“Net Proceeds Offer”) 4.09 or Section 4.15 (“Change of Control Offer”) 4.11 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If the purchase is in part, indicate the portion (in denominations of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount $1,000 or any integral multiple thereof) to be purchased: $ purchased: $ Dated: SignatureYour signature: (Sign exactly as your name appears on the other side of this Note) Signature GuaranteeDate: (Participant SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The following decreases/increases in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder amount of this Note the cash payments Security have been made: Date of Decrease/Increase Decrease in United States dollars Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/ Increase Notation Made by or on Behalf of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Registrar EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (as defined below) or the Notethis “Supplemental Indenture”), to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company(the “Guaranteeing Subsidiary”), L.P. a subsidiary of Foresight Energy LLC (or its permitted successor), a Delaware limited liability company (the “Company”) and NB ), the Issuer, Foresight Energy Finance Corp. as joint and several obligors Corporation (each an or its permitted successor), a Delaware corporation (the “Co-Issuer,” and and, together with the Company, the “Issuers”) and U.S. Bank ), Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”) (as amended or supplemented), the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing American Stock Transfer & Trust Company, L.P. and NB Finance Corp. LLC, as notes administrator under the Indenture referred to below (the “IssuersNotes Administrator”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6and Wilmington Savings Fund Society, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933FSB, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:collateral agent.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company Issuer pursuant to Section 4.10 (“Net Proceeds Offer”) 1007 or Section 4.15 (“Change of Control Offer”) 1012 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change ☐ Section 1007 ☐ Section 1012 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Issuer pursuant to be Amount Section 1007 or Section 1012 of the Indenture, state the amount you elect to be have purchased: $ purchasedDate: $ Dated: Your Signature: (Sign exactly as your name appears on the other side face of this Note) Tax Identification No.: Signature Guarantee: (:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, guarantor acceptable to the Holder Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note the cash payments for other Notes have been made: Date of Exchange Amount of decrease in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal Amount of this NoteGlobal Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. ANNEX B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY FUTURE SUBSIDIARY GUARANTORS This Supplemental indenture (this “Supplemental Indenture”), if lawfuldated as of , and 20 , is among [Name of Future Subsidiary Guarantor] (the payment “New Subsidiary Guarantor”), a subsidiary of Xxxxxxxxxxx International plc, an Irish public limited company [or performance of all its permitted successor] (the “Parent Guarantor”), Xxxxxxxxxxx International, LLC, a Delaware limited liability company (“Weatherford Delaware”), each other Obligations of the Issuers under the Indenture existing Subsidiary Guarantor (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6referred to herein), 2003Xxxxxxxxxxx International Ltd., among National Beef Packing Company, L.P. a Bermuda exempted company (the “CompanyIssuer”) ), the Parent Guarantor and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank Wilmington Trust, National Association, as trustee under the Indenture referred to herein (in such capacity, the “Trustee”) and as Collateral Agent (as amended or supplementedin such capacity, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorCollateral Agent”). The Transferor:* ¨ has requested New Subsidiary Guarantor and the Trustee by written order existing Subsidiary Guarantors are sometimes referred to deliver in exchange for its beneficial interest in collectively herein as the Global Note held by the Depositary a Note “Subsidiary Guarantors,” or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and individually as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities ActSubsidiary Guarantor.”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ o Net Proceeds Offer: ¨ o Change of Control Offer: in whole ¨ o in whole ¨ o in part ¨ o in part ¨ o Amount to be Amount to be purchased: $ purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: SCHEDULE OF EXCHANGES OF NOTES The following exchanges of a part of this Global Note for Certificated Notes or a part of another Global Note have been made: Principal amount of this Global Note Amount of decrease Amount of increase following such Signature of in principal amount in principal amount decrease (or authorized officer of Date of Exchange of this Global Note of this Global Note increase) Trustee EXHIBIT C GUARANTEE For value received, [each of] the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, guarantees to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers Company under the Indenture (as defined below) or the this Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6May 7, 20032007, among National Beef Packing Companybetween Mobile Mini Inc., L.P. a Delaware corporation, as issuer (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association), Law Debenture Trust Company of New York, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas as Paying Agent and Registrar (in each such capacity the “Paying Agent” and the “Registrar”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTORGUARANTOR(S)] By: Name: Title: EXHIBIT D(1C(1) FORM OF REGULATION S CERTIFICATE ,_______ Law Debenture Trust Company of New York 400 Xxxxxxx Xxxxxx, [ ] [ ] [ ] 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Corporate Trust Services Re: National Beef Packing Company, L.P. and NB Finance Corp. Mobile Mini Inc. (the “IssuersCompany”) 10 1/267/8% Senior Notes due 2011 2015 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6May 7, 2003 2007 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of HolderTransferee] By: Authorized Signature EXHIBIT D(2C(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] ______ Deutsche Bank Services Tennessee Inc. 600 Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attention: [ ] Transfer Department Re: National Beef Packing Company, L.P. and NB Finance Corp. Mobile Mini Inc. (the “IssuersCompany”) 10 1/267/8% Senior Notes due 2011 2015 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * o book-entry entry* or o certificated form* certificated form by (the “Transferor”). The Transferor:* ¨ o has requested the Trustee Registrar by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ o has requested the Trustee Registrar by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ o Such Note is being acquired for the Transferor’s own account, without transfer. ¨ o Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ 144A and accordingly the undersigned does hereby certify that the Note is being transferred to a person that the transferor reasonably believes is purchasing the Note for its own account, or for one or more accounts with respect to which such Person exercises * Check applicable box sole investment discretion and the Notes have been transferred in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities law of any state of the United States. o Such Note is being transferred to an “Accredited Investoraccredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ o Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ o Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ o Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E D FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS ,_______ Law Debenture Trust Company of New York 400 Xxxxxxx Xxxxxx, [ ] [ ] [ ] 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: [ ] Corporate Trust Services Re: National Beef Packing Company, L.P. and NB Finance Corp. Mobile Mini Inc. (the “IssuersCompany”) 10 1/267/8% Senior Notes due 2011 2015 (the “Notes”) Dear Sirs: In connection with our proposed purchase of 67/8% Senior Notes due 2015 (the “Notes”) of the IssuersCompany, we confirm that:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion this Note purchased by the Issuers pursuant to Section 4.09 of the Indenture, check the box: ☐ If you want to elect to have only part of this Note purchased by the Company Issuers pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) 4.09 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offeramount: ¨ Change of Control OfferDate: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to: (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Note on the books of the Issuers. The agent may substitute another to act for him. Date: Your Signature: Sign exactly as your name appears on the other side of this Note. Signature Guarantee: (Participant Date: Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, other signature guarantor program reasonably acceptable to the Holder Registrar or Transfer Agents Signature of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Signature Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF RESTRICTED NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate certificate relates to $ principal amount of Notes held in * (check applicable space) book-entry or * certificated definitive form by (the “Transferor”)undersigned. The Transferor:* ¨ undersigned (check one box below): ☐ has requested the Trustee Registrar or applicable Transfer Agent by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Clearing Agency or DTC a Note or Notes in certificateddefinitive, registered form of authorized denominations in and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ ☐ has requested the Trustee Registrar or applicable Transfer Agent by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect any transfer of each such Note, any of the Transferor does hereby certify that Transferor is familiar with the Indenture relating Notes evidenced by this certificate occurring prior to the above captioned Notes and as provided in Section 2.6 expiration of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred period referred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7144(k) under the Securities Act) in accordance with Regulation D under , the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is undersigned confirms that such Notes are being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] Byits terms: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:CHECK ONE BOX BELOW

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the Indenture, check the applicable boxes ¨ o Net Proceeds Offer: ¨ o Change of Control Offer: in whole ¨ o in whole ¨ o in part ¨ o in part ¨ o Amount to be Amount to be purchased: $ purchased: $ Dated: Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant in recognized signature guarantee medallion program) Social Security Number or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as SCHEDULE OF EXCHANGES OF NOTES The following exchanges of a surety, to the Holder part of this Global Note the cash payments in United States dollars for Certificated Notes or a part of principal of, premium, if any, and interest on this another Global Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, have been made: Principal amount of this Note, if lawful, and the payment Global Note Amount of decrease Amount of increase following such Signature of in principal amount in principal amount decrease (or performance authorized officer of all other Obligations Date of the Issuers under the Indenture (as defined below) or the Note, to the Holder Exchange of this Global Note and the Trustee, all in accordance with and subject to the terms and limitations of this Global Note increase) Trustee EXHIBIT B FORM OF SERIES B NOTE (Face of Note) MOBILE MINI INC. 67/8% SENIOR NOTE DUE 2015 [THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, Article X of AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 2 2 To be included only if the Indenture Note is issued in global form. MOBILE MINI INC. 67/8% SENIOR NOTE DUE 2015 CUSIP No. 60740F AH8 No. $ Interest Payment Dates: May 1 and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture November 1, commencing November 1, 2007 Record Dates: April 15 and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6October 15 MOBILE MINI INC., 2003, among National Beef Packing Company, L.P. a Delaware corporation (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer,” and together which term includes any successor corporation under the “Issuers”) and U.S. Bank National Associationindenture hereinafter referred to ), as trustee (the “Trustee”) (as amended for value received, promises to pay to CEDE & CO., or supplementedregistered assigns, the “Indenture”)principal sum of $[ ] on May 1, 2015. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor Reference is hereby agrees to submit made to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer further provisions of this Note does set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not require registration be entitled to any benefits under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired Indenture referred to on the reverse hereof or be valid or obligatory for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:any purpose.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company or a portion thereof repurchased pursuant to Section 4.10 (“Net Proceeds Offer”) 4.11 or Section 4.15 (“Change of Control Offer”) 4.16 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change If the purchase is in part, indicate the portion (in denominations of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to €1,000 and integral multiples thereof) (provided the aggregate principal amount held by you after such partial redemption must be Amount at least €50,000) to be purchased: $ purchased: $ Dated: SignatureYour signature: (Sign exactly as your name appears on the other side of this Note) Signature GuaranteeDate: Certifying Signature: SCHEDULE A3 SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount of this Global Note is € . The following increases or decreases in this Global Note have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/ Increase Notation Made by or on Behalf of Xxxxxxxxx 0 Include if Global Note. EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RULE 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE (Participant in recognized signature guarantee medallion programTransfers pursuant to § 2.06(b)(ii) Social Security Number or Taxpayer Identification Numberof the Indenture) The Bank of New York Mellon, as Transfer Agent Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX Attn: EXHIBIT C GUARANTEE For value receivedCorporate Trust Office Re: 9.5 % Senior Secured Notes Due 2016 (the “Notes”) Reference is hereby made to the Indenture dated as of December 16, 2009 (the “Indenture”) among the Issuer named therein, the undersigned hereby unconditionally guaranteesSubsidiary Guarantors named therein, BNY Corporate Trustee Services Limited, as trustee, The Bank of New York Mellon, as transfer agent and principal obligor paying agent and not only The Bank of New York Mellon (Luxembourg) S.A. as a suretyregistrar, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, Luxembourg paying agent and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Notetransfer agent. Capitalized terms used but not defined herein shall have the meanings ascribed to given them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ € aggregate principal amount of Notes that are held as a beneficial interest in * book-entry or * certificated the form by of the Rule 144A Global Note (ISIN No. ; Common Code ) with the Depositary in the name of [name of transferor] (the “Transferor”). The Transferor:* ¨ Transferor has requested the Trustee by written order to deliver in an exchange or transfer of such beneficial interest for its an equivalent beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Regulation S Global Note (or the portion thereof indicated aboveISIN No. ; Common Code ); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Noterequest, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) has been effected in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration transfer restrictions set forth in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm thatand:

OPTION OF HOLDER TO ELECT PURCHASE. If you wish to elect have this Note purchased by the Company pursuant to Article 4 of the Eighth Supplemental Indenture, check the Box: ☐ If you wish to have all or any a portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) Article 4 of the Eighth Supplemental Indenture, check state the applicable boxes ¨ Net Proceeds Offer: ¨ Change of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchasedprincipal amount: $ purchased. Date: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: (Participant Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, other signature guarantor acceptable to the Holder Trustee. Schedule I [Include Schedule I only for a Global Note] SCHEDULE OF INCREASES OR DECREASES The initial principal amount of this Global Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) is $280,000,000. The following increases or decreases in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, Principal amount of this Note, if lawful, and the payment or performance Global Note have been made: Date Amount of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder decrease in Principal Amount of this Global Note and the Trustee, all Amount of increase in accordance with and subject to the terms and limitations Principal Amount of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability Global Note Principal Amount of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture Global Note following such increase or decrease Signature of authorized signatory of Trustee EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSIDIARY GUARANTORS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 6, 2003, among National Beef Packing Company(the “Guaranteeing Subsidiary”), L.P. a subsidiary of (or its permitted successor), AK Steel Corporation (the “Company”) and NB Finance Corp. as joint and several obligors ), a corporation organized under the laws of Delaware, AK Steel Holding Corporation, a Delaware corporation (each an “Issuer” and together the “IssuersParent Guarantor”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTOR] By: Name: Title: EXHIBIT D(1) FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all or any portion of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 5.10 or Section 4.15 (“Change of Control Offer”) 5.15 of the Indenture, check the applicable boxes ¨ Net Proceeds Offerappropriate box below: ¨ Change □ Section 5.10 □ Section 5.15 If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount the Note purchased by the Company pursuant to be Amount Section 5.10 or Section 5.15 of the Indenture, state the amount you elect to be have purchased: $ purchased$_______________ Date: $ Dated: _______________ Your Signature: (Sign exactly as your name appears on the other side face of this Note) Signature Guarantee*: (_________________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantee medallion programguarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Social Security Number Signature of authorized officer of Trustee or Taxpayer Identification Number: EXHIBIT C GUARANTEE Custodian [FORM OF NOTATION OF GUARANTEE] For value received, each Guarantor (which term includes any successor Person under the undersigned hereby Indenture) has, jointly and severally, unconditionally guarantees, as principal obligor and not only as a suretyguaranteed, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) extent set forth in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them provisions in the Indenture Indenture, dated as of August 6April 4, 20032012 (the “Base Indenture”), among National Beef Packing CompanyVanguard Natural Resources, L.P. LLC, a Delaware limited liability company (the “Company”) and NB ), VNR Finance Corp. as joint and several obligors Corp., a Delaware corporation (each an “IssuerFinance Corp.” and together with the Company, the “Issuers”) ), the Guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”) ), as supplemented and amended by the First Supplemental Indenture thereto dated of even date therewith (the Base Indenture, as amended or supplementedso supplemented and amended, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH(a) the due and punctual payment of the principal of, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit or premium or interest, if any, on, the Notes, whether at stated maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of, or premium or interest, if any, on, the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Issuers to the jurisdiction Holders or the Trustee all in accordance with the terms of the courts Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the State extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of New York the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in any action or proceeding arising out Article 11 of or relating the Indenture and reference is hereby made to this the Indenture for the precise terms of the Note Guarantee. This Guarantee is subject Capitalized terms used but not defined herein have the meanings given to release upon the terms set forth them in the Indenture. [GUARANTORNAME OF GUARANTOR(S)] By: Name: Title: EXHIBIT D(1) C [FORM OF REGULATION S CERTIFICATE SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS] SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Companydated as of ________________, L.P. and NB Finance Corp. among __________________ (the “IssuersGuaranteeing Subsidiary”) 10 1/2% Senior Notes due 2011 ), a subsidiary of Vanguard Natural Resources, LLC, a Delaware limited liability company (the “NotesCompany”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (), the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) dated as of August 6, 2003 relating to the Notes, we hereby certify that we are (or we will hold such securities on behalf of) a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. VNR Finance Corp., a Delaware corporation (“Finance Corp.” and NB Finance Corp. (together with the Company, the “Issuers”) 10 1/2% Senior Notes due 2011 (the ” and individually an “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “TransferorIssuer”). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” other Guarantors (as defined in Rule 144A the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Securities Act of 1933, as amended Indenture referred to below (the “Securities ActTrustee”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish want to elect to have all this Note purchased by the Company pursuant to Section 4.13 (Change of Control) or any portion 4.14 (Limitation on Asset Sales) of the Indenture, check the box: Change of Control [ ] Asset Sales [ ] If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) 4.13 or Section 4.15 (“Change of Control Offer”) 4.14 of the Indenture, check state the applicable boxes ¨ Net Proceeds Offerprincipal amount: ¨ Change of Control Offer$___________ Date: in whole ¨ in whole ¨ in part ¨ in part ¨ Amount to be Amount to be purchased: $ purchased: $ Dated: Your Signature: ----------------- ------------------------------------- (Sign exactly as your name appears on the other side of this the Note) Signature Guarantee: (Participant ----------------------------------------------------------- Signature must be guaranteed by a participant in a recognized signature guarantee guaranty medallion program) Social Security Number program or Taxpayer Identification Number: EXHIBIT C other signature guarantor acceptable to the Trustee XXXXXXX X XXXX XX XXXXXXXX XX NOTE RELATING TO SUBSIDIARY GUARANTEE For value receivedEach Subsidiary Guarantor, the undersigned hereby jointly and severally, unconditionally guarantees, as principal obligor and not only as a surety, to the Holder extent set forth in the Indenture and subject to the provisions of this Note the cash payments in United States dollars of Indenture that: (i) the principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) the Notes will be promptly paid in the amounts and full when due, whether at the times when due maturity, by acceleration, redemption or otherwise, and interest on the overdue principal, premiumprincipal of and interest on the Notes, if any, and interest, if any, of this Note, if to the extent lawful, and the payment or performance of all other Obligations of the Issuers Company to the Holders or the Trustee under the Indenture (as defined below) or the Note, to the Holder of this Note and the TrusteeNotes will be promptly paid in full, all in accordance with and subject to the terms and limitations of this Note, Article X of the Indenture and this Guarantee. This Guarantee the Notes; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that the Notes will become effective be promptly paid in full when due in accordance with Article X the terms of such extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of each Subsidiary Guarantor to the Holders of Notes and the Trustee pursuant to this guarantee and the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Guarantee. This Guarantee is subject to release upon the terms are set forth in Article XI of the Indenture, to which reference is hereby made. [GUARANTOR] THE SUBSIDIARY GUARANTORS: THE ALBANY HERALD PUBLISHING COMPANY, INC. POST-CITIZEN MEDIA, INC. XXXX COMMUNICATIONS OF INDIANA, INC. WEAU-TV, INC. WVLT-TV, INC. WRDW-TV, INC. WITN-TV, INC XXXX KENTUCKY TELEVISION, INC. XXXX COMMUNICATIONS OF TEXAS, INC. XXXX COMMUNICATIONS OF TEXAS - XXXXXXX, INC. XXXX TRANSPORTATION COMPANY, INC. XXXX REAL ESTATE AND DEVELOPMENT CO. XXXX FLORIDA HOLDINGS, INC. KOLN/KGIN, INC. WEAU LICENSEE CORP. KOLN/KGIN LICENSE, INC. WJHG LICENSEE CORP. WCTV LICENSEE CORP. WVLT LICENSEE CORP. WRDW LICENSEE CORP. WITN LICENSEE CORP. WKYT LICENSEE CORP. WYMT LICENSEE CORP. KWTX-KBTX LICENSEE CORP. KXII LICENSEE CORP. XXXX TELEVISION MANAGEMENT, INC. XXXX MIDAMERICA HOLDINGS, INC. XXXX PUBLISHING, INC. XXXX DIGITAL, INC. KWTX-KBTX LP CORP. KXII LP CORP. PORTA-PHONE PAGING LICENSEE CORP. KXII L.P. KWTX-KBTX L.P. LYNQX COMMUNICATIONS, INC. For each of the above: By: -------------------------------------- Name: Title: EXHIBIT D(1) D FORM OF REGULATION S CERTIFICATE , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “this "Supplemental Indenture”") dated as of August 6_________________, 2003 relating to among [GUARANTOR] (the Notes"New Guarantor"), we hereby certify that we are a subsidiary of Xxxx Communications Systems, Inc. (or we will hold such securities its successor), a Georgia corporation (the "Company"), the Subsidiary Guarantors (as listed on behalf ofthe signature pages hereof) and Bankers Trust Company, a person outside national association under the laws of the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated States, as trustee under the U.S. Securities Act of 1933, as amended. You and the Issuers are entitled indenture referred to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this letter have the meanings set forth in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. below (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by (the “Transferor”"Trustee"). The Transferor:* ¨ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with such request and in respect of each such Note, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm that:.

OPTION OF HOLDER TO ELECT PURCHASE. If you wish the Holder want to elect to have all or any portion of this Note Security purchased by the Company pursuant to Section 4.10 (“Net Proceeds Offer”) or Section 4.15 (“Change of Control Offer”) of the IndentureCompany, check the applicable boxes ¨ Net Proceeds Offerbox: ¨ Change [_] If you want to elect to have only part of Control Offer: in whole ¨ in whole ¨ in part ¨ in part ¨ this Security purchased by the Company, state the Principal Amount to be Amount to be purchasedat Maturity: $ purchased: $ ------------ Dated: SignatureYour signature: --------------- ------------------------ (Sign exactly as your name appears on the other side of this NoteSecurity) Signature Guarantee: :* ------------------- * Signature must be guaranteed by a member of the Medallion Signature Program. EXHIBIT B [FORM OF SUBSIDIARY GUARANTEE] GUARANTEE The Subsidiary Guarantors (Participant as defined in recognized signature the Indenture referred to in the Security upon which this notation is endorsed) hereby, jointly and severally, unconditionally guarantee medallion programon a senior basis (such guarantee by each Subsidiary Guarantor being referred to herein as the "Subsidiary Guarantee") Social Security Number the due and punctual payment of the Accreted Value or Taxpayer Identification Number: EXHIBIT C GUARANTEE For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, on the Securities, whether at maturity, by acceleration or otherwise, the due and punctual payment of this Noteinterest on the overdue Accreted Value or the principal, premium and interest, if lawfulany, on the Securities, and the payment or due and punctual performance of all other Obligations obligations of the Issuers under the Indenture (as defined below) or the Note, to the Holder of this Note and Holders or the Trustee, all in accordance with and subject the terms set forth in Article Eleven of the Indenture. The obligations of each Subsidiary Guarantor to the Holders of Securities and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in the Indenture, and reference is hereby made to such Indenture for the precise terms and limitations of this Note, Article X of the Indenture and this GuaranteeSubsidiary Guarantee therein made. This Subsidiary Guarantee will become effective shall be governed by and construed in accordance with Article X of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it is not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of August 6, 2003, among National Beef Packing Company, L.P. (the “Company”) and NB Finance Corp. as joint and several obligors (each an “Issuer” and together the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”) (as amended or supplemented, the “Indenture”). THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to submit to the jurisdiction of the courts laws of the State of New York in any action or proceeding arising out without regard to principles of or relating to this Guaranteeconflicts of law. This Subsidiary Guarantee is subject to release upon the terms set forth in the Indenture. [GUARANTORSubsidiary Guarantor] By: ----------------------------------- Name: Title: EXHIBIT D(1) C FORM OF REGULATION S CERTIFICATE OF TRANSFER FRONTIERVISION HOLDINGS, [ ] [ ] [ ] L.P. FRONTIERVISION HOLDINGS CAPITAL CORPORATION Attention: [ ] [Name and Address of Registrar] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/211 7/8% Senior Discount Notes due 2011 (2007 Reference is hereby made to the “Notes”) Dear Sirs: This letter relates to U.S. $ principal amount at maturity of Notes represented by a certificate (the “Legended Certificate”) which bears a legend outlining restrictions upon transfer of such Legended Certificate. Pursuant to Section 2.1 of the Indenture (the “Indenture”) , dated as of August 6September 19, 2003 relating to 1997 (the Notes"Indenture"), we hereby certify that we are among FrontierVision Holdings, L.P., FrontierVision --------- Holdings Capital Corporation (or we will hold such securities on behalf of) the "Issuers"), and U.S. Bank National Association ------- (d/b/a person outside the United States to whom the Notes could be transferred in accordance with Rule 904 of Regulation S promulgated under the U.S. Securities Act of 1933Colorado National Bank), as amendedTrustee. You and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms Capitalized terms used in this letter but not defined herein shall have the meanings set forth given to them in Regulation S. Very truly yours, [Name of Holder] By: Authorized Signature EXHIBIT D(2) CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF NOTES , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. the Indenture. ________________ (the “Issuers”"Transferor") 10 1/2% Senior Notes due 2011 owns and proposes to transfer the ---------- Securities specified in Annex A hereto in the Principal Amount at Maturity of $___ in such Securities (the “Notes”"Transfer") Dear Sirs: This Certificate relates to $ principal amount of Notes held in * book-entry or * certificated form by ________ (the “Transferor”"Transferee"), as -------- ---------- further specified in Annex A hereto. The Transferor:* ¨ has requested In the Trustee event that Transferor holds Physical Securities, this Certificate is accompanied by written order one or more certificates aggregating at least the Principal Amount at Maturity of Securities proposed to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in certificated, registered form of authorized denominations in an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has requested the Trustee by written order to exchange or register the transfer of a Note or Notesbe Transferred. In connection with such request and in respect of each such Notethe Transfer, the Transferor does hereby certify that Transferor is familiar with the Indenture relating to the above captioned Notes and as provided in Section 2.6 of such Indenture, the transfer of this Note does not require registration under the Securities Act (as defined below) because:* * Check applicable box ¨ Such Note is being acquired for the Transferor’s own account, without transfer. ¨ Such Note is being transferred to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)) in reliance on Rule 144A. ¨ Such Note is being transferred to an “Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) in accordance with Regulation D under the Securities Act. ¨ Such Note is being transferred pursuant to an exemption from registration in accordance with Regulation S under the Securities Act. ¨ Such Note is being transferred in accordance with Rule 144 under the Securities Act, or pursuant to an effective registration statement under the Securities Act. ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A, 144 or Rule 904 under the Securities Act. An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. Very truly yours, [INSERT NAME OF TRANSFEROR] By: Name: Title Date: EXHIBIT E FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH TRANSFERS TO NON-QIB ACCREDITED INVESTORS , [ ] [ ] [ ] Attention: [ ] Re: National Beef Packing Company, L.P. and NB Finance Corp. (the “Issuers”) 10 1/2% Senior Notes due 2011 (the “Notes”) Dear Sirs: In connection with our proposed purchase of Notes of the Issuers, we confirm certifies that: