Common use of Indenture Clause in Contracts

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ], 2014 (the “Indenture”), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]February 7, 2014 2024 (the “Indenture”), among the Issuer Issuer, the Guarantors party thereto and the TrusteeWilmington Trust, National Association, as trustee and collateral agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. [This Note is one of the Original Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]October 11, 2014 2013 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]October 11, 2014 2013 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]April 17, 2014 2013 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior secured unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]March 4, 2014 2005 (the “"Indenture”"), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes, the Additional Notes and any Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes and Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]June 16, 2014 2022 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto, the Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]September 27, 2014 2016 (the “Indenture”), among the Issuer Issuer, Alcoa Upstream Corporation (the “Company”), a Delaware corporation, and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, Indenture and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the Issuer. This Note is one The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.15 of the Indenture. The Original Notes referred to in of a Series and any Additional Notes of such Series shall be treated as a single class for all purposes of the Indenture. The Indenture imposes certain limitations on the ability of the Company, the Issuer and the Restricted Subsidiaries certain of their subsidiaries to, among other things, incur, assume or guarantee debt or issue certain disqualified equity interests and preferred shares; pay dividends on or make other distributions in respect of capital stock and make other restricted payments and investments; sell or transfer certain Investments assets; create liens on assets to secure debt; enter into certain transactions with affiliates; and other Restricted Payments, pay restrict dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salespayments. The Indenture also imposes limitations on the ability of the Company, the Issuer and each Note Guarantor the Subsidiary Guarantors to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal of, and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, Company has unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company are required to guarantee the Guaranteed Obligations on or after the Distribution Date, subject to the limitations set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]December 8, 2014 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured unsecured obligations of the IssuerCompany. This The Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture and the Registration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent Guarantor and the any Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessSubsidiary to create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer lease-back transactions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. To guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Issuer issued the Notes under an the Indenture dated as of [ ]August 17, 2014 2020 (the “Indenture”), ) among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer STBV and the Restricted its Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as [Signature Page to Indenture] the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes Securities under an Indenture dated as of [ ]September 20, 2014 2018, among the Issuer, Suzano S.A., as the guarantor (the “Company”), and Deutsche Bank Trust Company Americas, as the Trustee, Registrar, Paying Agent and Transfer Agent, as amended and supplemented by the supplemental indenture dated as of February 5, 2019 (the “Indenture”), among the Issuer and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsIndenture. The Notes Securities are senior secured general obligations of the Issuer. This Note is one The Issuer shall be entitled to issue Additional Securities pursuant to Section 2.12 of the Original Notes referred to Indenture. The Initial Securities issued on the Issue Date, any Additional Securities and Securities issued in exchange therefor will be treated as a single class for all purposes under the Indenture. The Indenture imposes certain limitations on contains covenants that limit the ability of the Issuer Company and the Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain to engage in transactions with Affiliates, ; create or incur Liens and make Asset Sales. The Indenture also imposes limitations liens on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries; and engage in sale/leaseback transactions. These covenants are subject to important exceptions and qualifications. To guarantee the due and punctual payment extent of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to any conflict between the terms of the Notes Securities and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the applicable terms of the IndentureIndenture shall govern.

Indenture. The Issuer issued the Notes under an the Indenture dated as of [ ]September 20, 2014 2019 (the “Indenture”), ) among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are unsecured senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes issued pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer STBV and the Restricted its Subsidiaries to, among other things, make certain Investments and incur Indebtedness (other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon than the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with AffiliatesIssuer), create or incur Liens and make Asset Salesenter into sale and lease-back transactions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. [Signature page - Sensata Technologies, Inc. Indenture] To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuer under the Notes on a an unsecured senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]May 2, 2014 2016 (the “Indenture”), among the Issuer Company, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]October 6, 2014 2017 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or sell, assign, convey, transfer or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, each Subsidiary Guarantor has unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ [•], 2014 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture”), among the Issuer and the Trustee. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture and provisionsthose other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior secured obligations in registered form without coupons in denominations of the Issuer$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Original Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Registrar and the Restricted Subsidiaries toTrustee may require a Holder, among other things, make certain Investments to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon date determined for the payment of certain dividends interest), and distributions by ending on such Restricted Subsidiariesmailing date or Interest Payment Date, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturecase may be.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]March 4, 2014 2005 (the “"Indenture”"), among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Issuer's Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ], 2014 [●] (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors party thereto and [●], as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 4 To be the Issue Date. Table of Contents 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuerIssuers. [This Note is one of the Original Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]November 3, 2014 2016 (the “Indenture”), among the Issuer Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]December 8, 2014 2009 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and and, subject to the Indenture, those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured unsecured obligations of the IssuerCompany. This The Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.15 of the Indenture and any Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent Guarantor and the any Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessSubsidiary to create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer lease-back transactions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note the Parent Guarantor to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its propertymergers and consolidations. To guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ], 2014 [•] (the “Indenture”), among the Issuer Company, the Co-Issuer, the Subsidiary Guarantors party thereto and The Bank of New York Mellon, as trustee and as collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as amended and as in effect on the date of the Indenture (the “TIA”). Terms defined in The terms of the Indenture and not defined herein have the meanings ascribed thereto Notes include those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any PIK Notes. The Initial Notes, any Additional Notes and any PIK Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ [•], 2014 20[•], among the Issuer, the Guarantors party thereto, Wilmington Trust, National Association, as trustee (the “Trustee”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as authenticating agent, registrar and paying agent. The Issuer shall be entitled to issue additional Notes with respect to this series of Notes pursuant to the Indenture”), among the Issuer and the Trustee. The terms of the Notes of this series include those stated in the Indenture and those made part of the Indenture by reference to the Officer’s Certificate or supplemental indenture setting forth the additional terms of this series of Notes pursuant to Section 2.03 of the Indenture and the provisions of the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes of this series are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture and provisionsthose other provisions forming a part thereof with respect to this series of Notes, the provisions of the Indenture and such other provisions with respect to this series of Notes shall govern and be controlling. [OTHER APPLICABLE PROVISIONS] [•]. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes of this series are senior secured obligations in registered form without coupons in denominations of the Issuer$2,000 and any integral multiple of $1,000 in excess of $2,000. This Note is one The transfer of the Original Notes referred to of this series may be registered and Notes of this series may be exchanged as provided in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Registrar and the Restricted Subsidiaries toTrustee may require a Holder, among other things, make certain Investments to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Registrar shall not be required to register the transfer of or exchange of (a) any Note of this series selected for redemption in whole or in part pursuant to Article 3 of the Indenture, except the unredeemed portion of any such Note being redeemed in part, or (b) any such Note for a period beginning 15 days before the mailing of a notice of an offer to repurchase or redeem such Notes or 15 days before an Interest Payment Date (whether or not an Interest Payment Date or other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon date determined for the payment of certain dividends interest), and distributions by ending on such Restricted Subsidiariesmailing date or Interest Payment Date, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturecase may be.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]February 12, 2014 2009 (the “Indenture”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ ]August 18, 2014 2016 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Issuer Escrow Issuers, the Guarantors from time to time party thereto and the Trustee. This Note is one of a duly authorized issue of notes of the Issuer designated as its 4.250% Senior Notes due 2024. The Indenture provides that, subject to satisfaction of certain conditions, the HOC Assumption will occur. Pursuant to the HOC Assumption, the existing Escrow Issuers will merge with and into HOC, with HOC continuing as the surviving entity, the Escrow Issuers will be released from their obligations on the Notes and the Indenture, and HOC will become the Issuer of this Note and assume all obligations of the Issuer under the Indenture and the Notes, and each of Holdings, Parent and Parent’s Restricted Subsidiaries that are required to guarantee the Notes will guarantee all of the Issuer’s obligations under the Indenture and the Notes. The Issuer shall be entitled to issue Additional Notes pursuant to Sections 2.01 and 4.09 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the IndentureAct. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyterms. To guarantee the due and punctual payment extent any provision of this Note conflicts with the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms express provisions of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms provisions of the IndentureIndenture shall govern and be controlling.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]February 6, 2014 2024 (the “Indenture”), among the Issuer Company, the Subsidiary Guarantors party thereto from time to time, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, any Subsidiary Guarantor that executes a Note Guarantee pursuant to Section 4.11 of the Note Guarantors have, jointly and severally, Indenture will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]November 5, 2014 2003 (the “Indenture”), among between the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and provisions holders of the Indenture, and the Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are senior secured unsecured obligations of the Issuer, unconditionally and irrevocably guaranteed by the Guarantors. This Note is one The Notes consist of the $300,000,000 aggregate principal amount of Original Notes referred and up to in an aggregate principal amount of $200,000,000 Additional Notes that may be issued under the Indenture. The Original Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur IndebtednessDebt, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and Liens, make Asset Sales, enter into or permit Sale and Leaseback Transactions and engage in business other than a Telecommunications Business. The Indenture also imposes certain obligations with respect to the payment of Additional Amounts. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its property. To guarantee the due and punctual payment Property of the principal Issuer. These covenants are subject to important exceptions and interest on qualifications and certain of them are subject to suspension during any period that the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms have an Investment Grade Rating from both of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the IndentureRating Agencies.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]January 4, 2014 2021 (the “Indenture”), among the Issuer Issuer, the Guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. Capitalized terms used herein are used as defined in the TrusteeIndenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. [This Note is one of the Original Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]February 29, 2014 2024 (the “Indenture”), among the Issuer Company the Trustee and GLAS Trust Company LLC, as collateral agent (the Trustee“Notes Collateral Agent”). Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original [Initial] [PIK] Notes referred to in the Indenture. The Notes include the Initial Notes and any PIK Notes. The Initial Notes and any PIK Notes will, at the Company’s option, be treated as a single class of securities for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the PIK Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the PIK Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Company that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]January 3, 2014 2018 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors, the Trustee and the TrusteeNotes Collateral Agent. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]January 12, 2014 2007 (the “Indenture”), among the Issuer Issuer, Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. Except as otherwise provided in the Indenture, the Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes Securities under an Indenture dated as of [ ]October 10, 2014 2001 (the “"Indenture”"), among the Issuer Company, the Guarantors party --------- thereto and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 12 7/8% Senior Secured Notes due 2008 (the "Exchange Notes"). The Notes include the Initial Notes (as defined in the -------------- Indenture) and the Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms --- defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisionsthe Indenture will be governed by the Indenture. The Notes are senior secured obligations of the Issuer. This Note is one Company limited to $200,000,000 aggregate principal amount (subject to Section 2.7 of the Original Notes referred to in the Indenture). The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries toto incur Indebtedness, among other things, make certain Investments and other Restricted Paymentscreate Liens, pay dividends on or repurchase Capital Stock of Parent and other distributionsits Affiliates, incur Indebtednessmake Restrictive Payments, make investments, sell Assets or Principal Properties, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create limit dividends or incur Liens other distributions from Restricted Subsidiaries, impair Security Interest, enter into Sale and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to Leaseback Transactions, engage in other businesses or merge, consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer This Note is one of a duly authorized issue of Notes of the Company, designated as its [—]% Notes due 2021 (herein called the “Notes,” which expression includes any additional notes issued pursuant to Section 2.18 of the Notes Indenture (as hereinafter defined)), issued and to be issued under an Indenture indenture, dated as of [ January [—], 2014 2011 (herein called the “Indenture”), among X’XXXXXX AUTOMOTIVE, INC., a Missouri corporation (such company, and its successors and assigns under the Issuer and Indenture hereinafter referred to, being herein called the Trustee. The terms of “Company”), THE SUBSIDIARY GUARANTORS listed on the Notes include those stated in signature pages to the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) UMB Bank, N.A., as in effect on the date of the Indenture trustee (the “TIATrustee”), to which Indenture and all indentures supplemental thereto relevant to the Notes reference is hereby made for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Terms Capitalized terms used but not defined in the Indenture and not defined herein this Note shall have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Notes referred to them in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, to create or incur Liens or engage in Sale and make Asset SalesLeaseback Transactions, in each case, subject to some exceptions as set forth in the Indenture. The Indenture also imposes certain limitations on the ability of the Issuer and each Note Guarantor Company to merge, consolidate or merge amalgamate with or into any other Person person or conveysell, transfer transfer, assign, lease, convey or lease otherwise dispose of all or substantially all of its propertythe property of the Company in any one transaction or series of related transactions, in each case, subject to some exceptions as set forth in the Indenture. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of summary provisions set forth in the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms provisions of the IndentureIndenture shall govern.

Indenture. The Issuer issued the 2015 Notes under an Indenture dated as of [ ]January 28, 2014 2005 (the “Indenture”"INDENTURE"), among the Issuer Issuer, the Guarantor named therein and the Trustee. The terms of the 2013 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2013 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2013 Notes are senior secured unsecured obligations of the Issuer. This 2013 Note is one of the Original Exchange 2013 Notes referred to in the Indenture. The 2013 Notes include the Initial 2013 Notes and any Exchange 2013 Notes issued in exchange for Initial 2013 Notes pursuant to the Indenture. The Initial 2013 Notes and any Exchange 2013 Notes, together with the Initial 2015 Notes, any Exchange 2015 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2013 Notes and all other amounts payable by the Issuer under the Indenture and the 2013 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2013 Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]January 23, 2014 2003 (the “"Indenture”"), among the Issuer Company, the Note Guarantors (as defined in the Indenture) and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the IssuerCompany. This Note is one of the Original [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Original Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens sell assets and make Asset Salesenter into new lines of business. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis subordinated pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ], 2014 2003 (the “"Indenture”"), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original [Original] [Additional] Notes referred to in the Indenture. The Notes include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and would vote together on all matters. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, incur Indebtedness and issue Disqualified Stock and Preferred Stock; pay dividends on, and redeem, capital stock and redeem Indebtedness that is subordinate in right of payment to the Notes; make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, including Investments; enter into consensual restrictions upon on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, ; enter into or permit certain transactions with Affiliates, ; create or incur Liens Liens; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer each of Holdings and each Note Guarantor ASG to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of [ ]March 4, 2014 2021 (the “Indenture”), among the Issuer Company, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]December 15, 2014 2015 (the “Indenture”), among the Issuer and Issuer, the Note Guarantors, the Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuer, the Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell assets, including shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, Affiliates and create or incur Liens and make Asset SalesLiens. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Following the due and punctual payment first day (the “Suspension Date”) that (i) the Notes have an Investment Grade Rating from at least two of the principal Rating Agencies, and interest on (ii) no Default with respect to the Notes has occurred and all other amounts payable by the Issuer is continuing under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors haveCompany and its Restricted Subsidiaries will not be subject to Sections 4.03, jointly 4.04, 4.05, 4.06, 4.07, 4.11 and severallySection 5.01(a)(3) (collectively, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant “Suspended Covenants”) of the Indenture with respect to the terms of Notes. In addition, the IndentureCompany may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Restricted Subsidiaries shall again be subject to the Suspended Covenants with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]August 30, 2014 2005 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuers and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and provisions Holders of the Indenture, and the Holders (as defined in the Indenture) Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are unsecured senior secured obligations of the IssuerIssuers initially limited to $200,000,000, and, subject to compliance with the covenants contained in this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, the Issuers may issue Additional Notes having substantially identical terms and conditions as the Initial Notes in unlimited principal amounts. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Notes and any Exchange Notes or Private Exchange Notes issued in exchange for the Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Issuer Issuers, and the Issuers’ Restricted Subsidiaries toSubsidiaries, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends on, and distributions by such the purchase or redemption of Equity Interests of Mediacom Broadband LLC and its Restricted Subsidiaries, issue the sale or sell shares transfer of Capital Stock assets, investments of the Issuer Mediacom Broadband LLC and such its Restricted Subsidiaries, enter into or permit certain Subsidiaries and transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Issuer Mediacom Broadband LLC and each Note Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due restrict distributions and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Issuer Holdings issued the Notes under an Indenture Indenture, dated as of [ ]September 20, 2014 2000 (the “Indenture”"INDENTURE"), among the Issuer by and between Holdings and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “xxx "TIA”"). Terms defined in the Indenture and used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of Holdings limited to $100,000,000 aggregate principal amount at any one time outstanding, plus the Issueramount of any PIK Notes issued (subject to SECTION 2.07 of the Indenture). This Note is one of the Original Exchange Notes referred to in the Indenture issued in an aggregate principal amount of $100,000,000. The Notes include the Exchange Notes issued in exchange for Initial Notes and PIK Notes. The Initial Notes, the PIK Notes and the Exchange Notes are treated as a single class of Notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Holdings to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment property of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the IndentureHoldings.

Indenture. The Issuer Issuers have issued the Notes under an Indenture dated as of [ ]January 29, 2014 2010 (the “Indenture”), ) among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations limita- a In the case of the Initial Notes. tions on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]February 3, 2014 2012 (the “Indenture”), among the Issuer Issuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such the Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such the Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, which such Guarantees shall be on a second-priority senior secured basis from the Acquisition Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]August 25, 2014 2016 (the “Indenture”), among the Issuer Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuerCompany. [This Note is one of the Original Initial Notes referred to in the Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of [ ]September 14, 2014 2016, (the “Indenture”), among the Issuer Company, the subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Floating Rate Notes under an Indenture dated as of [ ]January 28, 2014 2005 (the “Indenture”"INDENTURE"), among the Issuer Issuer, the Guarantor named therein and the Trustee. The terms of the Floating Rate Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rates Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Floating Rate Notes are senior secured unsecured obligations of the Issuer. This Floating Rate Note is one of the Original Initial Floating Rate Notes referred to in the Indenture. The Floating Rate Notes include the Initial Floating Rate Notes and any Exchange Floating Rate Notes issued in exchange for Initial Floating Rate Notes pursuant to the Indenture. The Initial Floating Rate Notes and any Exchange Floating Rate Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial 2015 Notes and any Exchange 2015 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Floating Rate Notes and all other amounts payable by the Issuer under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]May 6, 2014 2002 (the “"Indenture”"), among the Issuer Issuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc., SCG International Development LLC, Semiconductor Components Industries of Rhode Island, Inc. and Semiconductor Components Industries International of Rhode Island, Inc. (collectively, the "Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original [Exchange] [Additional] Notes referred to in the Indenture. The Notes include the Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture. The Notes are secured on a second-priority basis by the Lien created by the Security Documents pursuant to, and subject to the terms of, the Indenture and the Intercreditor Agreement.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]December 6, 2014 2019 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto, the Second Lien Trustee and the TrusteeSecond Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers have issued the Notes under an Indenture Indenture, dated as of [ ]January 26, 2014 2011 (the “Indenture”), ) among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not a In the case of the Initial Notes. defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]May 21, 2014 2003 (as it may be amended or supplemented from time to time in accordance with the “Indenture”terms thereof, the "INDENTURE"), among between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TXX"). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) Noteholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are unsecured senior secured obligations of the IssuerIssuer and are unlimited in aggregate principal amount, $200,000,000 of which are being offered on the Issue Date and Additional Notes may be issued after the Issue Date, subject to the limitations set forth in Section 4.3 of the Indenture. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Private Exchange Notes and Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture and the Registration Rights Agreement and the Additional Notes, if any. The Initial Notes, the Private Exchange Notes, the Exchange Notes and the Additional Notes, if any, are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability Incurrence of Indebtedness by the Issuer and its Restricted Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such its Restricted Subsidiaries, issue the purchase or sell shares redemption of Capital Stock of the Issuer and Capital Stock of such Restricted Subsidiaries, enter into certain purchases or permit certain redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Restricted Subsidiaries, the issuance or sale of Capital Stock of Restricted Subsidiaries, the investments of the Issuer and its Subsidiaries and transactions with Affiliates. In addition, create or incur Liens and make Asset Sales. The the Indenture also imposes limitations on limits the ability of the Issuer and each Note Guarantor its Restricted Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due restrict distributions and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturedividends from Restricted Subsidiaries.

Indenture. The Issuer Issuers have issued the Notes under an Indenture Indenture, dated as of [ ]January 26, 2014 2011 (the “Indenture”), ) among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. a In the case of the Initial Notes. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]May 6, 2014 2002 (the “"Indenture”"), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original [Original] [Additional] [Private Exchange] Notes referred to in the Indenture. The Notes include the Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture. The Notes are secured on a second-priority basis by the Lien created by the Security Documents pursuant to, and subject to the terms of, the Indenture and the Intercreditor Agreement.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]October 20, 2014 2020 (the “Indenture”), among the Issuer Issuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the Issuer. [This Note is one of the Original Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes Securities under an Indenture dated as of [ ]April 10, 2014 2002 (the “"Indenture”"), among the Issuer Company, the Note Guarantors and the Trustee. The terms of the Notes Securities include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes Securities are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes Securities are senior secured subordinated unsecured obligations of the IssuerCompany limited to $100,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Note Security is one of the Original Notes [Initial Securities] [Private Exchange Notes] referred to in the Indenture. The Securities include the Initial Securities and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Securities pursuant to the Indenture. The Initial Securities and any Exchange Notes and Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or the Company to convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, interest and interest liquidated damages, if any, on the Notes Securities and all other amounts payable by the Issuer Company under the Indenture and the Notes Securities when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes Securities and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer and Holdings issued the Notes under an Indenture dated as of [ ]June 27, 2014 2008 (the “Indenture”), among the Issuer Issuer, Holdings, the other parties signatories thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the IssuerIssuer and Holdings. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, Holdings and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]August 13, 2014 2012 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Subsidiary Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Subsidiary Guaranteed Obligations, which such Subsidiary Guarantees shall be on a senior secured unsecured basis from the Issue Date, pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]August 25, 2014 (the “Indenture”), among the Issuer Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuerCompany (except to the extent the Issue Date occurs before the Completion Date, in which case the Notes will be secured by Liens on the Escrow Collateral as of the Issue Date, as and to the extent set forth in the Escrow Agreement). This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Prior to the due and punctual payment Completion Date, the Notes will not be guaranteed by any of the principal and interest on Company’s subsidiaries. Following the Notes and all other amounts payable by Completion Date, the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms Guarantors (including each Wholly Owned Restricted Subsidiary of the Notes Company that is not an Excluded Subsidiary and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed that is required to guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of [ ]November 16, 2014 2018, (the “Indenture”), among the Issuer Company, Xxxx TV and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]November 24, 2014 2009 (the “Indenture”), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsecured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ ]March 28, 2014 2012 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$[ ] in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuerHolders, the Issuer may issue Additional Notes. This Note is one All Notes will be treated as a single class of the Original Notes referred to in securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuer and the its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors haveCEMEX, S.A.B. de C.V., CEMEX México, S.A. de C.V. and New Sunward Holding B.V. have unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuer Issue issued the Notes under an Indenture dated as of [ ]November 13, 2014 2001 (the “"Indenture”"), among the Issuer Issuer, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Section Section 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated secured obligations of the IssuerIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Note is one of the Original Notes referred to in the Indenture, which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted its Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, pay dividends make asset dispositions, enter into certain Hedging Arrangements or sale and other distributions, incur Indebtedness, leaseback transactions and enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted or its Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPerson. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Notes Guarantee Agreement and the Indenture, the Note Guarantors haveother Security Documents, jointly and severally, unconditionally guaranteed the Guaranteed Indenture Obligations on a senior secured subordinated basis and have pledged, pursuant to the terms of the IndentureSecurity Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the Issuer.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]September 29, 2014 (the “Indenture”)2015, among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “TIA”), except as set forth in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsubordinated unsecured obligations of the Issuer. This Note is one Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Original Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture). The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]December 16, 2014 2019 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms such terms, and Noteholders are referred to the Indenture for a statement of those terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to provisions of the Indenture shall govern and the TIA for a statement of such terms and provisionsbe controlling. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes issued on the Issue Date and any Additional Notes issued in accordance with Section 2.13 of the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Issuer and the its Restricted Subsidiaries toto incur secured indebtedness and issue disqualified stock, among other things, (ii) the Issuer and its Restricted Subsidiaries to make certain Investments restricted payments, (iii) the Issuer and other its Restricted Payments, Subsidiaries to pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiariesmake other certain distributions, issue or sell shares of Capital Stock of (iv) the Issuer and such its Restricted SubsidiariesSubsidiaries to consummate certain asset dispositions, enter into or permit (v) the Issuer and its Restricted Subsidiaries to partake in certain transactions with Affiliatesaffiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of (vi) the Issuer and each Note Guarantor Restricted Subsidiaries to consolidate incur or merge with assume certain liens and other encumbrances securing indebtedness and (vii) the Issuer to enter into mergers, consolidations or into any other Person or convey, transfer or lease sales of all or substantially all of its propertyassets. To guarantee the due and punctual payment of the principal and interest on the The Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of extent provided in the Indenture.

Indenture. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Transaction Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class I Notes, the Issuer has also issued Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes. The Indenture provides for certain amounts to be deposited into the Notes under an Spread Account. In the event amounts available for withdrawal from the Spread Account are insufficient to make payments relating to this Note and the other notes issued by the Issuer, the Indenture dated Trustee will draw on the Policy to pay such deficiency to the extent provided therein. In furtherance of and in limitation of the foregoing, the Noteholder, by its acceptance of this Note, specifically acknowledges that it has no right to or interest in any monies at any time held pursuant to the Spread Account Agreement prior to the release of such monies pursuant to the Spread Account Agreement, such monies being held in trust for the benefit of the Secured Parties (as defined therein). The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of [ ], 2014 (the “Indenture”), among rights and obligations of the Issuer and the Trustee. The terms rights of the Notes include those stated in Noteholder under the Indenture at any time by the Issuer and those made part the Indenture Trustee with the consent of the Indenture Insurer and the Noteholder. Any such consent by reference to the Trust Indenture Act holder of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect this Note shall be conclusive and binding on the date Noteholder. This Note is transferable solely in accordance with Section 2.04 of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject obligations and responsibilities to the Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all terms amounts required to be paid to it pursuant to the Indenture. The Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and such sale of the Receivables and other property may effect early retirement of the Note. Although this Note summarizes certain provisions of the Indenture, this Note does not purport to summarize the Indenture and the Holders (as defined in the Indenture) are referred reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the TIA for a statement of such terms rights, duties and provisions. The Notes are senior secured obligations of the IssuerIndenture Trustee. This Note is one In the event of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue any inconsistency or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to conflict between the terms of the Notes this Note and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]July 10, 2014 2018 (the “Indenture”), among the Issuer Issuers, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuerIssuers. This Note is one of the Original Notes [Initial Notes] [Additional Notes] referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of any of the Issuer Issuers and each Note any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a senior secured basis unsecured basis, pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ [•], 2014 2020 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto, the First Lien Trustee and the TrusteeFirst Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]October 3, 2014 2016 (the “Indenture”), among the Issuer Issuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured general unsecured obligations of the Issuer. [This Note is one of the Original Initial Notes referred to in the Indenture.] The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain Capital Stock of the Issuer Parent and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of [ ]May 30, 2014 2024 (the “Indenture”), ) among the Issuer Issuers, the Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer). This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the each Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]September 30, 2014 2010 (the “Indenture”), among the Issuer Issuer, the Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]November 1, 2014 (the “Indenture”)2013, among the Issuer Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture Issue Date (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the A‑5 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured unsubordinated unsecured obligations of the Issuer. This Note is one Company limited initially to $300,000,000 aggregate principal amount, which amount may be increased at the option of the Original Company if it determines to sell Additional Notes referred (subject to in the terms of the Indenture). The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset SalesDispositions. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal principal, premium, if any, and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2015 Notes under an Indenture dated as of [ ]January 28, 2014 2005 (the “Indenture”"INDENTURE"), among the Issuer Issuer, the Guarantors and the Trustee. The terms of the 2015 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TXX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2015 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2015 Notes are senior secured unsecured obligations of the Issuer. This 2015 Note is one of the Original Initial 2015 Notes referred to in the Indenture. The 2015 Notes include the Initial 2015 Notes and any Exchange 2015 Notes issued in exchange for Initial 2015 Notes pursuant to the Indenture. The Initial 2015 Notes and any Exchange 2015 Notes, together with the Initial 2013 Notes, any Exchange 2013 Notes, the Initial Floating Rate Notes and any Exchange Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2015 Notes and all other amounts payable by the Issuer under the Indenture and the 2015 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2015 Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]August 4, 2014 1999 (the “"Indenture”"), among the Issuer Issuers, SCG (Malaysia SMP) Holding Corporation, SCG (Czech) Holding Corporation, SCG (China) Holding Corporation, Semiconductor Components Industries Puerto Rico, Inc. and SCG International Development LLC (collectively, the "Note Guarantors") and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the IssuerIssuers limited to $400,000,000 aggregate principal amount at any one time outstanding (subject to Sections 2.07 and 2.08 of the Indenture). This Note is one of the Original Exchange Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes and Private Exchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The Initial Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Salesasset dispositions. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Issuers. To guarantee the due and punctual payment of the principal and interest interest, if any, on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]July 3, 2014 2006 (the “Indenture”"INDENTURE"), among the Issuer Issuer, the Guarantor named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”thx "XXA"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The Notes are senior secured unsecured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Initial Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes Securities under an Indenture dated as of [ ]May 21, 2014 2003 (the “"Indenture”"), among the Issuer Company, the Guarantors party thereto and the Trustee. This Note is one of a duly authorized issue of Exchange Notes of the Company designated as its 11 1/2% Second Priority Senior Secured Notes due 2010 (the "Exchange Notes"). The Notes include the Initial Notes (as defined in the Indenture) and the Exchange Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Exchange Notes are treated as a single class of securities under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ (S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms those terms. Any conflict between this Note and provisionsthe Indenture will be governed by the Indenture. The Notes are senior secured obligations of the Issuer. This Note is one Company limited to $202,000,000 aggregate principal amount (subject to Section 2.7 of the Original Notes referred to in the Indenture). The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries toto incur Indebtedness, among other things, make certain Investments and other Restricted Paymentscreate Liens, pay dividends on or repurchase Capital Stock of Parent and other distributionsits Affiliates, incur Indebtednessmake Restrictive Payments, make investments, sell Assets, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create limit dividends or incur Liens other distributions from Restricted Subsidiaries, impair Security Interest, enter into Sale and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to Leaseback Transactions, engage in other businesses or merge, consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of the assets of Parent and its propertyRestricted Subsidiaries. To guarantee the due and punctual payment of the principal principal, premium and interest interest, if any, on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]March 1, 2014 2021 (the “Indenture”), among the Issuer Issuer, the Subsidiary Guarantors party thereto from time to time and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior obligations of the Issuer, and following the Escrow Release Date, will be senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the 2025 Notes under an Indenture dated as of [ ]April 15, 2014 2015 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The 2025 Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the 2025 Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The 2025 Notes are senior secured unsecured, unsubordinated obligations of the IssuerIssuers. This 2025 Note is one of the Original Initial 2025 Notes referred to in the Indenture. The 2025 Notes include the Initial 2025 Notes and any Additional 2025 Notes. The Initial 2025 Notes and any Additional 2025 Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional 2025 Notes are not fungible with the Initial 2025 Notes for U.S. federal income tax purposes, the Additional 2025 Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]February 22, 2014 2019 (the “Indenture”), among the Issuer Company and the Trustee. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuerCompany. [This Note is one of the Original Initial Notes referred to in the Indenture.](3) The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s election, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP and/or ISIN number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ ]December 5, 2014 2017 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €650,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuerHolders, the Issuer may issue Additional Notes. This Note is one All Notes will be treated as a single series of the Original Notes referred to in securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuer and the its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuer issued the Notes under an Indenture Indenture, dated as of [ ]March 5, 2014 2015 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuer, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred amended or supplemented from time to the Indenture and the TIA for a statement of such terms and provisionstime. The Notes are general senior obligations, which are secured obligations by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €550,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the IssuerHolders, the Issuer may issue Additional Notes. This Note is one All Notes will be treated as a single series of the Original Notes referred to in securities under the Indenture. The Indenture imposes certain limitations on on, among other things, the ability of the Issuer and the its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessdesignate Unrestricted Subsidiaries, make Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and premium, if any) and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer, or similar illegal transfer under federal or state law or the law of the jurisdiction or formation and incorporation of such Note Guarantors.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]December 21, 2014 2012 (the “Indenture”), among the Issuer Issuers and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer EPE Holdings and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer EPE Holdings and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the each Issuer and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. There are no Subsidiary Guarantors on the Issue Date. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, if any Subsidiary Guarantor are added in the Note Guarantors havefuture in accordance with the Indenture, jointly such Subsidiary Guarantor (if any) will execute a Subsidiary Guarantee and severally, will unconditionally guaranteed guarantee the Subsidiary Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of [ ]July 26, 2014 2023 (the “Indenture”), ) among the Issuer Issuers, the Guarantors party thereto, the Trustee and the TrusteeAgents. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Holders Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are joint and several secured senior obligations of the Issuers, secured by a perfected first-priority Lien (subject to Permitted Liens) on the Collateral (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer). This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes issued in exchange for Initial Notes or Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted its Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesenter into sale and leaseback transactions. The Indenture also imposes limitations on the ability of the each Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Issuers under the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Senior Subordinated Notes under an Indenture dated as of [ ]December 10, 2014 1998, as amended or supplemented from time to time (the “"Indenture”"), among the Issuer Issuers and the Trustee. The terms of the Senior Subordinated Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. §§ U.S. Code (S)(S) 77aaa-77bbbb). The Senior Subordinated Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Senior Subordinated Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Senior Subordinated Notes are obligations of the Issuers limited to $200.0 million in aggregate principal amount. Upon completion of the Reorganization, it is anticipated that (i) the Issuers will be (a) Avalon New England, (b) Avalon Finance and (c) Avalon Cable of Michigan LLC ("Avalon Michigan LLC"), as successor to Avalon Michigan, and (ii) Avalon Michigan will cease to obligated as an Issuer, but will become a guarantor of Avalon Michigan LLC's obligations under the Senior Subordinated Notes. The payment of principal of, and premium, if any, and interest on, and other Obligations evidenced by, the Senior Subordinated Notes will be subordinated in effect right of payment, as set forth in the Indenture, to the prior payment in full of all Senior Indebtedness whether outstanding on the date of the Indenture or thereafter incurred. Each Holder of this Senior Subordinated Note, by accepting the same, (i) agrees to such provisions, (ii) authorizes and directs the “TIA”). Terms defined Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and not defined herein have (iii) appoints the meanings ascribed thereto in the Indenture. The Notes are subject Trustee to all terms and provisions of the Indenture, and the Holders (act as defined in the Indenture) are referred to the Indenture and the TIA attorney-in-fact for a statement of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenturesuch purposes.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]August 30, 2014 2013 (the “Indenture”), among the Issuer Issuer, the Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Guarantor that executes a Guarantee will unconditionally guarantee the Guaranteed Obligations, on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]January 23, 2014 2003 (the “"Indenture”"), among the Issuer Company, the Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “"TIA”"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the IssuerCompany. This Note is one of the Original [Original] [Additional] [Private Exchange] Notes referred to in the Indenture. The Notes include the Original Notes, the Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Original Notes, the Additional Notes, the Exchange Notes and the Private Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens sell assets and make Asset Salesenter into new lines of business. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]April 16, 2014 2010 (the “Indenture”), among the Issuer Issuer, the Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are second-priority senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each Note the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]September 26, 2014 2019 (the “Indenture”), among the Issuer Issuer, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuer’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. Federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due The Guarantors (including each direct and punctual payment indirect Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer Issue issued the Notes under an Indenture dated as of [ ]November 13, 2014 2001 (the “"Indenture”"), among the Issuer Issuer, the Trustee and the TrusteeCollateral Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ ss.ss. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"TIX"). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated secured obligations of the IssuerIssuer limited to $50,000,000 in aggregate principal amount at any one time outstanding (subject to Sections 2.09 and 2.10 of the Indenture and subject to interest accrued and added to such principal amount on any Period End Date). This Note is one of the Original Notes referred to in the Indenture, which are treated as a single class of securities under the Indenture. Each Holder, by accepting a Note, agrees that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in Article 12 of the Indenture, to the prior payment in full of the Revolver Obligations and that the subordination is for the benefit of and enforceable by the lenders under such Revolver Obligations. The Notes shall in all respects rank senior to all existing and future Indebtedness of the Issuer other than the Revolver Obligations; and only Indebtedness in relation to the Revolver Obligations shall rank senior to the Notes in accordance with the provisions set forth in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted its Subsidiaries to, among other things, incur Indebtedness or Liens, issue or sell certain preferred Equity Interests, make certain Investments and other Restricted Payments, pay dividends make asset dispositions, enter into certain Hedging Arrangements or sale and other distributions, incur Indebtedness, leaseback transactions and enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted or its Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPerson. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, the Issuer and the Pledgors and Guarantors have, according to the terms of the Notes Guarantee Agreement and the Indenture, the Note Guarantors haveother Security Documents, jointly and severally, unconditionally guaranteed the Guaranteed Indenture Obligations on a senior secured subordinated basis and have pledged, pursuant to the terms of the IndentureSecurity Documents, certain Collateral as security for the Indenture Obligations. The Notes constitute unconditional obligations of the Issuer, secured as set forth in the Security Documents and entitled to benefit from the Guarantees under the conditions, and subject to the limitations, set forth in the Guarantee Agreement and the other Security Documents. The Indenture Obligations shall be subordinate in right of payment to the Revolver Obligations and senior in right of payment to all other obligations of the Issuer.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]December 10, 2014 2010 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), among the Issuer Issuer, Quiksilver, Inc., the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes are general unsecured senior secured obligations of the Issuer. This Note The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is one unlimited. The Notes will be limited to an aggregate principal amount of €200,000,000 (herein called “Initial Notes”), subject to the Issuer’s ability to issue additional 8.875% Senior Notes due 2017 of the Original Issuer that may be issued from time to time under the Indenture subsequent to December 10, 2010 (herein called “Additional Notes”). The Initial Notes referred to in and Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries toimposes, among other things, make certain Investments limitations on the Incurrence of Indebtedness by the Issuer, the Company and other its Restricted PaymentsSubsidiaries, pay the payment of dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon distributions on the payment of certain dividends and distributions by such Restricted Subsidiaries, issue purchase or sell shares redemption of Capital Stock of the Issuer Issuer, the Company and such Restricted its Subsidiaries, enter into certain purchases or permit redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, the incurrence of certain Liens, transactions with Affiliates, create or incur Liens mergers and make Asset Salesconsolidations, investments of the Issuer, the Company and its Subsidiaries, and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall be suspended if the Notes attain an Investment Grade Rating. The In addition, the Indenture also imposes limitations on limits the ability of the Issuer Issuer, the Company and each Note Guarantor its Subsidiaries to consolidate or merge with or enter into any other Person or convey, transfer or lease all or substantially all of its property. To agreements that restrict distributions and dividends from Subsidiaries and requires the Company to make available SEC information to the Holders as well as requiring certain Restricted Subsidiaries to guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer obligations under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture. 5 Redemption Except as described below, the Note Guarantors haveNotes are not redeemable until December 15, jointly 2014. On and severallyafter December 15, unconditionally guaranteed 2014, the Guaranteed Obligations Issuer may redeem all or, from time to time, a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount) plus accrued and unpaid interest on a senior secured basis pursuant the Notes, if any, to the terms applicable Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the twelve-month period beginning on December 15 of the Indenture.years indicated below: YEAR PERCENTAGE 2014 104.438 % 2015 102.219 % A-4 YEAR PERCENTAGE 2016 and thereafter 100.000 % Prior to December 15, 2013, the Issuer may on any one or more occasions redeem up to 35% of the original principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price of 108.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that:

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]April 7, 2014 2020 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto, the First Lien Trustee and the TrusteeFirst Lien Collateral Agent. The Capitalized terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) used herein are used as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured secured, unsubordinated obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Issuers’ option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Parent and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiariesdistributions, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Parent that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2021 Notes under an Indenture dated as of [ ]April 5, 2014 2011 (the “Indenture”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the 2021 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2021 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2021 Notes are senior secured unsecured obligations of the Issuer. This 2021 Note is one of the Original Exchange 2021 Notes referred to in the Indenture. The 2021 Notes include the Initial 2021 Notes and any Exchange 2021 Notes issued in exchange for Initial 2021 Notes pursuant to the Indenture. The Initial 2021 Notes and any Exchange 2021 Notes, together with the Initial 2019 Notes and any Exchange 2019 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2021 Notes and all other amounts payable by the Issuer under the Indenture and the 2021 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2021 Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]January 28, 2014 2020 (the “Indenture”), among the Issuer Company, the Co-Issuer, the Subsidiary Guarantors party thereto and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are second-priority senior secured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock certain capital stock of the Issuer Issuers and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its their property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Guarantor that executes a Subsidiary Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture Indenture, dated as of [ ]June 14, 2014 2016, (the “Indenture”), among the Issuer Company, the subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture Capitalized terms used herein and not defined herein have the meanings ascribed assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior secured obligations of the IssuerCompany. This Note is one of the Original Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Affiliates and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer issued Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the immediately preceding paragraph will be deemed to constitute "Excess Proceeds." Within five days of each date on which the aggregate amount of Excess Proceeds exceeds $20.0 million, the Issuers will make an Asset Sale Offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes, including, without limitation, the holders of the 9 3/4% Notes, containing provisions similar to those set forth in this Indenture relating to the Notes under an Indenture dated as with respect to offers to purchase or redeem with the proceeds of [ ], 2014 (sales of assets to purchase the “Indenture”), among maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Issuer and the TrusteeExcess Proceeds. The terms offer price in any Asset Sale Offer will be equal to 100% of the Notes include those stated in the Indenture principal amount plus accrued and those made part of the Indenture by reference unpaid interest and Liquidated Damages, if any, to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Indenture (the “TIA”). Terms defined in the Indenture and Issuers may use such Excess Proceeds for any purpose not defined herein have the meanings ascribed thereto in the otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes are subject pursuant to all terms and an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of the Indentureindenture, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Holders (as defined in the Indenture) are referred to the Asset Sale provisions of this Indenture and the TIA for a statement by virtue of such terms and provisions. The Notes are senior secured obligations of the Issuer. This Note is one of the Original Notes referred to in the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indentureconflict.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]May , 2014 1999 (the “"Indenture”"), among the Issuer Issuers and the Trustee. This Note is one of an issue of Notes of the Issuers issued, or to be issued, under the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ U.S. Code xx.xx. 77aaa-77bbbb) ), as in effect on the date of the Indenture (the “TIA”)amended from time to time. Terms defined in The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of them. Capitalized and certain other terms used herein and not otherwise defined herein have the meanings ascribed thereto set forth in the Indenture. The Notes are subject to all terms joint and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are several general unsecured senior secured obligations of the Issuer. This Note is one of the Original Notes referred Issuers limited in aggregate principal amount to in the Indenture$50,000,000. The Indenture imposes certain limitations on the ability of the Issuer and the Restricted Subsidiaries tolimits, among other things, make certain Investments the incurrence of Indebtedness by the Company and its Subsidiaries; the creation of Liens by the Company and its Subsidiaries; the declaration or payment of any dividend or any other distribution on Equity Interests of the Company or its Subsidiaries; purchases, redemptions, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment acquisitions or retirements of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock Equity Interests of the Issuer Company and such Restricted its Subsidiaries, enter into or permit certain ; transactions by the Company and its Subsidiaries with its respective Affiliates, create or incur Liens ; the issuance of Equity Interests by the Company's Subsidiaries; and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Company or any of its Subsidiaries to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all another entity. The limitations are subject to a number of its propertyimportant qualifications and exceptions. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according The Issuers must report to the terms of Trustee quarterly on compliance with the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of limitations contained in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]October 4, 2014 2017 (as may be amended and supplemented, the “Indenture”), among the Issuer Company, the Guarantors and the Trustee. Capitalized terms used herein are used as defined in the Indenture, unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured unsecured, unsubordinated obligations of the IssuerCompany. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according Company that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the 2021 Notes under an Indenture dated as of [ ]April 5, 2014 2011 (the “Indenture”), among the Issuer Issuer, the Guarantors named therein and the Trustee. The terms of the 2021 Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) (the “TIA”) as in effect on the date of on which the Indenture (is qualified under the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The 2021 Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and and, from the date on which the Indenture is qualified under the TIA, the TIA for a statement of such terms and provisions; in the event of any conflict between this Note and the Indenture, the terms of the Indenture shall govern. The 2021 Notes are senior secured unsecured obligations of the Issuer. This 2021 Note is one of the Original Initial 2021 Notes referred to in the Indenture. The 2021 Notes include the Initial 2021 Notes and any Exchange 2021 Notes issued in exchange for Initial 2021 Notes pursuant to the Indenture. The Initial 2021 Notes and any Exchange 2021 Notes, together with the Initial 2019 Notes and any Exchange 2019 Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest interest, on the 2021 Notes and all other amounts payable by the Issuer under the Indenture and the 2021 Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the 2021 Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured unsecured basis pursuant to on the terms of set forth in the Indenture.

Indenture. The Issuer Company issued the Notes under an Indenture dated as of [ ]July 2, 2014 2020 (the “Indenture”), among the Issuer Company, the Guarantors, the Trustee and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) U.S. Bank National Association, as in effect on the date of the Indenture notes collateral agent (the “TIANotes Collateral Agent”). Terms Capitalized terms used herein are used as defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture, unless otherwise indicated. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. If and to the extent that any provision of the Notes limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control. The Notes are senior secured obligations Obligations of the IssuerCompany. [This Note is one of the Original Initial Notes referred to in the Indenture and is referred to herein as the “Initial Notes.”]3 The Notes comprise a series of Notes issued under the Indenture and include the Initial Notes [(the “Initial Notes”)] and any Additional Notes. The Initial Notes and any Additional Notes may, at the Company’s option, be treated as a single class of securities for all purposes under the Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if the Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Issuer Company and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal Company that is not an Excluded Subsidiary and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured basis pursuant to Section 4.11 of the Indenture) shall jointly and severally guarantee the Guaranteed Obligations pursuant to the terms of the Indenture.

Indenture. The Issuer issued the Notes under an Indenture dated as of [ ]April 15, 2014 2009 (the “Indenture”), among the Issuer Issuer, the Parent Guarantor and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are second-priority senior secured obligations of the Issuer. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes, any Additional Notes and any Exchange Notes issued in exchange for the Initial Notes or any Additional Notes pursuant to the Indenture. The Initial Notes, any Additional Notes and any Exchange Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Issuer, each Subsidiary Pledgor and each Note the Parent Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, Parent Guarantor has unconditionally guaranteed the Guaranteed Obligations pursuant to the terms of the Indenture and any Subsidiary Pledgor that executes a Note Guarantee will unconditionally guarantee the Guaranteed Obligations on a second-priority senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of [ ]October 12, 2014 2006 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of a conflict, the terms of the Indenture control. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Notes referred to in the Indenture. The Notes and the Additional Notes are treated as a single class under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]March 4, 2014 2005 (the “Indenture”), among the Issuer Issuers, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior secured subordinated unsecured obligations of the IssuerIssuers. This Note is one of the Original Initial Notes referred to in the Indenture. The Notes include the Initial Notes and any Exchange Notes issued in exchange for Initial Notes pursuant to the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the Company’s Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Salesasset sales. The Indenture also imposes limitations on the ability of the Issuer Issuers and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors (as described in the Indenture) have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured subordinated basis pursuant to the terms of the Indenture.

Indenture. The Issuer Company issued the Floating Rate Notes under an Indenture Indenture, dated as of [ ]March 30, 2014 2017 (the “Indenture”), among the Issuer and Company, the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference Guarantors party thereto from time to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) time, Wilmington Trust, National Association, as in effect on the date of the Indenture trustee (the “TIATrustee”), the Paying Agent and the Registrar. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Floating Rate Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Floating Rate Notes are senior secured obligations of the IssuerIssuers. This Floating Rate Note is one of the Original Floating Rate Notes referred to in the Indenture. The Notes include the Original Floating Rate Notes and any Additional Floating Rate Notes. The Original Floating Rate Notes and any Additional Floating Rate Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Company and the its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer Company and each Note Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Floating Rate Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Floating Rate Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Floating Rate Notes and the Indenture, the Note Guarantors haveparty to the Indenture from time to time will, jointly and severally, irrevocably and unconditionally guaranteed guarantee the Guaranteed Obligations on a senior secured unsecured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an the Indenture dated as of [ ]February 14, 2014 2013 (the “Indenture”), among the Issuer Issuers, the Guarantors party thereto and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of a conflict, the terms of the Indenture control. The Notes are senior secured obligations of the IssuerIssuers. This Note is one of the Original Notes referred to in the Indenture. The Notes and the Additional Notes are treated as a single class under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer Issuers and the their Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness and layer Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of Capital Stock capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens Liens, make asset sales, impair certain security interests, issue certain guarantees and make Asset Salesdesignate Restricted and Unrestricted Subsidiaries. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor Issuers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior secured basis pursuant to the terms of the Indenture.

Indenture. The Issuer Issuers issued the Notes under an Indenture dated as of [ ]September 25, 2014 2002 (the “Original Indenture”), as supplemented by the Nineteenth Supplemental Indenture dated as of January 14, 2011 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), ) among the Issuer Issuers and the TrusteeTrustee and, with respect to the Supplemental Indenture, the subsidiary guarantors signatory thereto (the “Subsidiary Guarantors”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. U.S. Code §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and the Holders (as defined in the Indenture) are referred to the Indenture and the TIA such Act for a statement of such terms terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes are senior secured joint and several obligations of the IssuerIssuers initially in aggregate principal amount of $600 million. This Note is one The Issuers may issue an unlimited aggregate principal amount of the Original Additional Notes referred to in under the Indenture. The Indenture imposes certain limitations on Any such Additional Notes that are actually issued shall be treated as issued and outstanding Notes (and as the ability same series (with identical terms other than with respect to the issue date, the date of the Issuer first payment of interest, if applicable, and the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, interest accruing prior to the issue or sell shares of Capital Stock date) as the initial Notes) for all purposes of the Issuer Indenture, including waivers, amendments, redemptions and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales. The Indenture also imposes limitations on the ability of the Issuer and each Note Guarantor offers to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertypurchase. To guarantee secure the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Issuer Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Note Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Note Obligations under the Indenture and the Notes on a senior secured basis pursuant to the terms of the Indenture.