Common use of Indenture Clause in Contracts

Indenture. The Company issued the Notes under an Indenture dated as of March 15, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 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 unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture dated as of March 15November 22, 2006 2017 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 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 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuers. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series of Securities of which this Note is a part Indenture. The Notes include the Initial Notes issued on the Issue Date and sell additional Securities (subject to any Additional Notes issued in accordance with Section 2.01 2.13 of the First Supplemental Indenture). The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of (i) the Company and its Restricted Subsidiaries toto incur secured indebtedness, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of (ii) the Company and each Subsidiary Guarantor its Restricted Subsidiaries to consolidate enter into sale and leaseback transactions, (iii) the Company to make certain restricted payments, (iv) the Company and its Restricted Subsidiaries to consummate certain asset dispositions (v) the Company to dispose of a majority of its ownership interests in the MLP General Partner or merge with or into any other Person or convey, transfer or lease permit the MLP General Partner to dispose of all or substantially all of its property. To guarantee the due and punctual payment assets or a majority of the principal IDRs, (vi) certain specified unrestricted subsidiaries to incur indebtedness and interestenter into mergers and (vii) the Issuers to enter into mergers, if any, on the consolidations or sales of all or substantially all of their assets. The Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company issued the Notes under an the Indenture dated as of March 15April 17, 2006 2013 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series 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 of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, create or incur Liens and enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionsleaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15Each Holder, 2006 (the “Base Indenture”)by accepting a Note, as amended and supplemented agrees to be bound by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms all 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, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and Holders without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Affinity Group, Inc., 0000 Xxxxx Xxx Xxx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxx Xxxxx. Each Guarantor (as defined capitalized terms used herein have the meanings given such terms in the Indenture) are Indenture referred to in the Indenture and the TIA for Note upon which this notation is endorsed) hereby unconditionally guarantees on a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of basis (such guarantee being referred to herein as the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee "Guarantee") the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal, premium and interest on the Notes to the terms extent lawful, and the due and punctual performance of all other obligations of the Notes Company to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior are expressly subordinated basis pursuant and subject in right of payment to the terms prior payment in full of all Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture.. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Indenture. [ ] By: Name: Title:

Indenture. The Company issued the Notes under an Indenture dated as of March 15November 16, 2006 2005, between the Company and the Trustee (the “Base Original Indenture”), as amended and supplemented by the First Third Supplemental Indenture dated as of March 15April 27, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”)2009, among the Company, the Subsidiary Guarantors and the TrusteeTrustee (the “Third Supplemental Indenture”, and such Original Indenture as so supplemented by the Third Supplemental Indenture, the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIAAct”). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes are senior subordinated general unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 4.08 of the Company if it determines Indenture, to reopen issue Additional Notes pursuant to the Series of Securities of which this Note is Indenture. The Initial Notes issued on the Issue Date and any Additional Notes will be treated as a part and sell additional Securities (subject to Section 2.01 of single class for all purposes under the First Supplemental Indenture). The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment or redeem or repurchase capital stock; make investments; issue or sell capital stock of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain subsidiaries; engage in transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations affiliates; create liens on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries. To guarantee the due and punctual payment of the principal and interest, if any, on During any period that the Notes have an Investment Grade Rating from both S&P and all other amounts payable by the Company under the Indenture Xxxxx’x and the Notes when no Default has occurred and as the same shall is continuing, certain covenants will be due suspended. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15April 29, 2006 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture dated as of March 15December 21, 2006 2004 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes are senior subordinated unsecured obligations include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company limited initially shall only be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes in accordance with Section 4.14 of the Company if it determines Indenture. Additional Notes shall be issued with terms substantially identical to reopen the Series Original Notes, except for any variation in issuance date and, upon the issuance of Securities Additional Notes with original issue discount (and any issuance of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental IndentureAdditional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and 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, ; enter into or permit certain transactions with Affiliates Affiliates; create or incur Liens; and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15May 22, 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Initial 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. 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 Holders 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially Company. This Note is one of the Initial Notes referred to $400,000,000 aggregate principal amountin the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, which amount may be increased at the option Company’s option, be treated as a single class of securities for all purposes under the Company Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if it determines to reopen the Series of Securities of which this Note is Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of RYAM, the Company and its 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, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To The Guarantors (including each Wholly Owned Restricted Subsidiary of RYAM that is required to guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 Company issued the Notes under an Indenture Indenture, dated as of March 15September 28, 2006 (the “Base Indenture”)2005, as amended and supplemented by the First Supplemental Indenture dated December [ ], 2005 (as of March 15it may be further amended or supplemented from time to time in accordance with the terms thereof, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially Company. Subject to $400,000,000 aggregate principal amount, which amount may be increased at the option conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue Additional Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Additional Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Proyectos Inmobiliarios de Culiacán, S.A. de C.V., Desarrolladora xx Xxxxx del Noroeste, S.A. de C.V., Xxxxx Beta del Centro, S.A. de C.V., Xxxxx Beta del Norte, S.A. de C.V., Xxxxx Beta del Noroeste, S.A. de C.V., Edificaciones Beta, S.A. de C.V., Edificaciones Beta del Noroeste, S.A. de C.V. and Edificaciones Beta del Norte, S.A. de C.V. have unconditionally guaranteed (and each future Wholly-Owned Restricted Subsidiary Guarantors havethat becomes a Significant Subsidiary will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time. The Company issued will furnish to any Holder upon written request and without charge a copy of the Notes under an Indenture. Requests may be made to: CNH Capital LLC, Attention: General Counsel, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX 00000. FORM OF GUARANTEE Each Guarantor (capitalized terms used herein have the meanings given such terms in the Indenture dated as of March 15referred to in the Note upon which this notation is endorsed) hereby unconditionally, 2006 jointly and severally, guarantees (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, such guarantee being referred to herein as the “IndentureGuarantee”)) the due and punctual payment of the principal of, among premium, if any, and interest on the CompanyNotes, whether at maturity, by acceleration or otherwise, the Subsidiary Guarantors due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Indenture. The terms of the Notes this Guarantee 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. U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture (Indenture. For the “TIA”). Terms defined in avoidance of doubt, the terms of Article 10 of the Indenture are incorporated by reference into this Guarantee as if set forth herein. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and not defined herein have construed in accordance with the meanings ascribed thereto laws of the State of New York. This Guarantee is subject to release upon the terms set forth in the Indenture. [ ] By: Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint , agent to transfer this Note on the books of CNH Capital LLC. The Notes are subject agent may substitute another to act for him. Date: Signed: (Sign exactly as your name appears on the other side of this Note) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all terms and provisions in accordance with the Securities Exchange Act of 1934, as amended. [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by CNH Capital LLC pursuant to Section 4.07 of the Indenture, and Holders (as defined in check the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.following box:

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 1520, 2006 2013 (the “Base Indenture”), ) (as amended and supplemented by the First Supplemental Indenture dated as of March June 21, 2013, the Second Supplemental Indenture dated as of November 6, 2013, the Third Supplemental Indenture dated as of November 15, 2006 (2013 and as may be further amended or supplemented from time to time in accordance with the “First Supplemental Indenture”terms thereof, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 110,000,000 in aggregate principal amountamount will be issued on November 15, which 2013 as Additional Notes, in addition to the $550,000,000 in aggregate principal amount may be increased at issued on March 20, 2013. Subject to the option conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue Additional Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionscreate Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, enter into Sale and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Leaseback Transactions, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each of the existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of March 15May 21, 2006 2007 (the “Base Indenture”), between the Issuer and The Bank of New York, a New York banking corporation (the “Trustee.”), as amended and supplemented by the First a Supplemental Indenture Indenture, dated as of March 15May 21, 2006 2007, between the Issuer and The Bank of New York, a New York banking corporation, as Trustee (the “First Supplemental Indenture”, as amended ,” and supplemented by together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior subordinated and unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at Issuer. The Notes include the option Initial Notes and any Additional Notes actually issued. The Initial Notes and any Additional Notes actually issued are treated as a single class of securities under the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability incurrence of the Company Liens and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain sale leaseback transactions with Affiliates respect to Principal Property and make Asset Dispositions. The Indenture also imposes limitations on limits the Company’s ability of the Company and each Subsidiary Guarantor to consolidate consolidate, merge or merge with or into any other Person or conveytransfer, transfer or lease all or substantially all of its propertythe Company’s assets. To guarantee the due and punctual payment Each Holder, by accepting a Note, agrees to be bound by all of the principal terms and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms provisions of the Indenture. Any conflict between this Note and the Indenture will be governed by the Indenture.

Indenture. The Company issued the Notes under an the Indenture dated as of March 15October 14, 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series 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 of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, create or incur Liens and enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionsleaseback transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee Guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed Guaranteed the Guaranteed Obligations obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12-3/4% Senior Discount Notes due 2005, Series B (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $144,990,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15April 29, 2006 1998, by and between the Company and Norwest Bank Minnesota, N.A., as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of March 15July 23, 2006 2004 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the CompanyIssuer, the Subsidiary 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.xxIndenture. 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 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 Holders (as defined amended or supplemented from time to time. The Notes are general secured obligations of the Issuer limited to $250,000,000 aggregate principal amount. The Notes are secured as set forth in the Indenture) are referred to the Indenture and the TIA for Collateral Documents. All Notes will be treated as a statement single class of such terms and provisions. The Notes are senior subordinated unsecured obligations of securities under the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Issuer’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, [Names of Guarantors] have fully and unconditionally guaranteed (and each future Restricted Subsidiary party to a Collateral Document (other than in respect of the Subsidiary Guarantors haveCapital Stock at Comegua), will fully and unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 or fraudulent transfer under federal or state law.

Indenture. The Company This Note is one of a duly authorized issue of Notes of the Company, designated as its 7.000% Senior Notes Due 2025 (herein called the “Notes,” which expression includes any further notes issued pursuant to Section 2.04 of the Notes Second Supplemental Indenture (as hereinafter defined) and forming a single Series therewith), issued and to be issued under an Indenture indenture, dated as of March 15May 12, 2006 2015 (herein called the “Base Original Indenture”), as amended and supplemented by the First Supplemental Indenture a second supplemental indenture, dated as of March 15May 12, 2006 2015 (the “First Second Supplemental Indenture”, as amended ,” and supplemented by together with the First Supplemental Original Indenture, being referred to herein as the “Indenture”), among THE CHEMOURS COMPANY, a Delaware corporation (the “Company”), each of the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference ’s subsidiaries signatory thereto or that becomes a Guarantor pursuant to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date terms of the Indenture (the “TIASubsidiary Guarantors”), U.S. BANK NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”) and the other agents party thereto. Terms defined in Reference is hereby made to the Indenture and all indentures supplemental thereto relevant to the Notes for a complete description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Notes. Capitalized terms used but not defined herein in this Note shall have the meanings ascribed thereto to them in the Indenture. The Notes Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are subject summarized herein and each Holder of a Note is referred to all terms and the corresponding provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a complete statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyterms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of summary provisions set forth in the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern.

Indenture. The Company issued the Notes under an Indenture indenture dated as of March 15July 6, 2006 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and the Trustee, as amended and supplemented by the First Supplemental Indenture third supplemental indenture thereto dated as of March 15June 28, 2006 2021 (the “First Supplemental Indenture”” and, as amended and supplemented by together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”), ) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended from time to time (the “TIAAct”). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any inconsistency between the terms of the Indenture and provisionsthis Note, the terms of the Indenture shall control. The Notes are senior subordinated general unsecured obligations of the Company limited and are initially to $400,000,000 issued in an aggregate principal amountamount of $300,000,000. The Company may, which amount may be increased at subject to the option provisions of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 Indenture, issue Additional Notes of the First Supplemental same series from time to time without the consent of the Holders. The Notes initially issued and any Additional Notes subsequently issued under the Indenture will be treated as a single series for all purposes of the Indenture), including, without limitation, with respect to waivers, amendments, supplements, redemptions and offers to purchase. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and certain of its Restricted Subsidiaries to, among other things, make subsidiaries to incur certain Investments and other Restricted Payments, pay dividends and other distributions, secured indebtedness; incur Indebtedness, certain liens; enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiariesleaseback transactions; consolidate, enter into merge or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture assets and the Notes when assets of its subsidiaries; and as the same shall be due designate unrestricted subsidiaries. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15October 23, 2006 2009 (the “Base Original Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the a First Supplemental Indenture, being referred dated as of May 14, 2010 (the “Supplemental Indenture” and together with the Original Indenture as it may be further amended or supplemented from time to herein time in accordance with the terms thereof, as so supplemented or amended, the “Indenture”), among the Company, the Subsidiary 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 65,000,000 in aggregate principal amountamount will be issued on May 14, which 2010 as Additional Notes, in addition to the $225, 000,000 in aggregate principal amount may be increased at initially issued on October 23, 2009. Subject to the option conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue Additional Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionscreate Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, enter into Sale and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Leaseback Transactions, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the 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 Accent Marketing Services, LLC, Xxxxxx Xxxxxx Canada Inc., Computer Composition of Canada Inc., MDC/CPB Holdings Inc., Xxxxxxx Xxxxxx & Bogusky LLC, Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, Xxxxxxxxxxx Bond Xxxxxxx & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (ON), Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., TargetCom LLC, TC Acquisition Inc., Yamamoto Xxxx Xxxxxxxxx, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary Guarantors havewill unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The This Note is one of a duly authorized issue of securities of the Company designated as its 6.00% Senior Notes due 2021 (herein called the “Notes”), issued the Notes under an Indenture dated as of March 15, 2006 indenture (herein called the “Base Indenture”) dated as of July 20, 2007, between the Company and HSBC BANK USA, National Association, as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as amended and supplemented by the First Fourth Supplemental Indenture dated as of March 15November 26, 2006 2012 between the Company and the Trustee (the “First Fourth Supplemental Indenture”” and, as amended and supplemented by together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, among limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of an initial issuance of $850,000,000 and any Additional Notes issued in accordance with the Indenture. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) (the “TIA”), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under coin or currency, herein prescribed. To the Indenture and extent that the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms provisions of the Notes and this Note conflict with any provision of the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern and be controlling.

Indenture. The Company issued the Notes under an Indenture dated as of March 15September 16, 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, 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. 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 Holders 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially Company. This Note is one of the Initial Notes referred to $400,000,000 aggregate principal amountin the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, which amount may be increased at the option Company’s option, be treated as a single class of securities for all purposes under the Company Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if it determines to reopen the Series of Securities of which this Note is Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated 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 Company Issuers issued the Notes under an Indenture Indenture, dated as of March 15November 16, 2006 2004 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuers, the Subsidiary 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.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated unsecured general unsecured, joint and several, obligations of the Company limited initially to Issuers, of which $400,000,000 850.0 million in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Company if it determines to reopen Holders, the Series Issuers may issue Additional Notes. All Notes will be treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company issued the Notes under an Indenture dated as of March 15October 6, 2006 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Trustee and the TrusteeGuarantors party thereto. 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. xx.xx. 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 Holders 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially Company. [This Note is one of the Initial Notes referred to $400,000,000 aggregate principal amountin the Indenture.]3 The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, which amount may be increased at the option Company’s option, be treated as a single class of securities for all purposes under the Company Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if it determines to reopen the Series of Securities of which this Note is Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)separate CUSIP number and/or ISIN, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, 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, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee From and after the due and punctual payment Issue Date, the Guarantors (including each Restricted Subsidiary of the principal Company that is not a Foreign Subsidiary and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated 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 Company issued the Notes under an Indenture dated as of March January 15, 2006 2015 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Trustees. 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 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 unsecured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.15 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of March 1528, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary 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 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 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 subordinated unsecured obligations obligations, which are secured by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. €[ ] 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 Company limited initially to $400,000,000 aggregate principal amountHolders, which amount the Issuer may issue Additional Notes. All Notes will be increased at treated as a single class of securities under the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and 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, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors 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 subordinated 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 Company issued the Notes under an Indenture dated as of March 15Each Holder, 2006 (the “Base Indenture”)by accepting a Note, as amended and supplemented agrees to be bound by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms all 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, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and Holders without charge a copy of the Indenture which has the text of this Note in larger type. Requests may be made to: Mariner Health Care, Inc., Xxx Xxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, Attention: General Counsel. FORM OF GUARANTEE Each Guarantor (as defined capitalized terms used herein have the meanings given such terms in the Indenture) are Indenture referred to in the Indenture and the TIA for Note upon which this notation is endorsed) hereby unconditionally guarantees on a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of basis (such guarantee being referred to herein as the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee "Guarantee") the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Notes Indenture. The obligations of each Guarantor to the Holders and to the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis Trustee pursuant to the terms Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture.. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Indenture. [NAME OF GUARANTOR] By: _______________________________________ Name: Title:

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 1530, 2006 2005 (the “Base "Indenture”"), as amended by and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. This Note is one of a duly authorized issue of Notes of the Company designated as its Floating Rate Senior Notes due 2010, Series A (the "Initial Notes"), which may be issued under the Indenture. The Company shall be entitled to issue Additional Notes (as defined in the Indenture) pursuant to Section 2.17 of the Indenture. The Notes include the Initial Notes, the Private Exchange Notes (as defined in the Indenture), the Unrestricted Notes (as defined in the Indenture) and the Additional Notes. All Notes issued under the Indenture 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. xx.xx. 77aaa-77bbbb) (the "TIA"), 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 except as otherwise indicated in the Indenture) until such time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureCompany.

Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of March 1522, 2006 2007 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors party thereto, The Bank of New York, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the Trustee“Principal Paying Agent”) (collectively, the “Agents” and each individually an “Agent”) and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and each Global Note shall be available for inspection at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. The Additional Notes are senior subordinated unsecured obligations issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. Unless the context otherwise requires, for all purposes of the Company limited initially Indenture and this Note, references to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the ability creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its 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 taxes and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates claims and make Asset Dispositionsreporting requirements applicable to the Company. The Indenture also imposes limitations on Holder of this Note is entitled to the ability benefits of the Registration Rights Agreement, dated March 22, 2007, between the Company and each Subsidiary Guarantor to consolidate the Initial Purchasers named therein (the “Registration Rights Agreement”). If the Exchange Offer (as defined in the Registration Rights Agreement) is not completed (or, if required, the Shelf Registration Statement (as defined in the Registration Rights Agreement) is not declared effective by the SEC) on or merge with or into any other Person or conveybefore November 30, transfer or lease all or substantially all 2007, the annual interest rate borne by the Notes will be increased by 0.25% per annum. This increase in the interest rate will end upon the earlier of its property. To guarantee the due and punctual payment (i) completion of the principal and interestExchange Offer, if any, (ii) the effectiveness of the Shelf Registration Statement or (iii) the Notes being freely tradable under the Securities Act. The Note is one of the [Initial]* [Additional]† [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 2.14 of the Indenture and all other amounts payable by any Exchange Notes issued in exchange for the Company under Initial Notes or Additional Notes pursuant to the Indenture and the Notes when and as the same shall be due and payableRegistration Rights Agreement. The Initial Notes, whether at maturity, by acceleration or otherwise, according to the terms of the any Additional Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on Exchange Notes are treated as a senior subordinated basis pursuant to the terms single class of securities under the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March December 15, 2006 2001 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the subsidiaries of the Company, as guarantors (the "Subsidiary Guarantors 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. (S)(S) 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 assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 280,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes or Additional Notes. The Initial Notes, Additional Notes, Exchange Notes and Private Exchange Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15May 13, 2006 2005 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Note Guarantors, the Law Debenture Trust Company of New York, as trustee (the “Trustee”), and the TrusteeDeutsche Bank Trust Company Americas, as Registrar and Paying Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 100,000,000 in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue an unlimited principal amount of Add On Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Material Domestic Subsidiary Guarantors havewill unconditionally guarantee, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15April 12, 2006 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15April 12, 2006 2013 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “First Supplemental Indenture”” and, as amended and supplemented by together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture 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 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. The Note is one of the Company if it determines Notes referred to reopen in the Series Supplemental Indenture. The Notes of Securities this series include the Notes of which this Note is a part series issued on the Issue Date and sell additional Securities (subject to any Additional Notes of this series issued in accordance with Section 2.01 2.14 of the First Supplemental Base Indenture). The Notes of this series and any Additional Notes of this series are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtednessto create liens, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, leaseback transactions and enter into or permit certain transactions with Affiliates mergers and make Asset Dispositionsconsolidations. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according are guaranteed to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of extent provided in the Indenture.

Indenture. The Company issued the Notes under an Indenture the Amended and Restated Indenture, dated as of March 1510, 2006 2004 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), between the Company and the Trustee and the Second Supplemental Indenture, dated as of June 18, 2008 (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Supplemental Indenture”), applicable to the Notes among the Company, the Subsidiary Note Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture applicable to the Notes and the Supplemental Indenture and those made part of the Indenture by reference to the 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture, the Supplemental Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture as applicable to the Notes and the Supplemental Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company. Subject to the conditions set forth in the Indenture and the Supplemental Indenture and without the consent of the Holders, the Company limited initially to $400,000,000 aggregate principal amountmay issue Additional Notes. All Notes will be treated as a single class of securities under the Supplemental Indenture. The Supplemental Indenture imposes certain limitations on, which amount may be increased at among other things, the option ability of the Company if it determines to reopen and the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 Company’s Restricted Subsidiaries to: Incur Indebtedness, make Restricted Payments, make Asset Sales, enter into transactions with Affiliates, or consolidate or merge or transfer or convey all or substantially all of the First Supplemental Indenture). The Company’s and its Restricted Subsidiaries’ assets and the Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments to Incur liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyleaseback transactions. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture as applicable to the Notes, the Supplemental Indentures and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Supplemental Indenture, the Subsidiary certain Note Guarantors have, have unconditionally guaranteed jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Supplemental Indenture. Each Note Guarantee will be subject to release as provided in the Supplemental Indenture. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Note Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Note Guarantor in respect of the obligations of such other Note Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15April 10, 2006 2001 (the “Base "Indenture”"), as amended between the Company and supplemented by the First Supplemental Indenture dated as of March 15, 2006 Bankers Trust Company (the “First Supplemental "Trustee"). This Note is one of a duly authorized issue of Notes (as defined in the Indenture”, ) of the Company designated as amended and supplemented by its 10-5/8% Senior Secured Notes due 2011 (the First Supplemental Indenture, being referred to herein as "Initial Notes"). The Notes include the “Indenture”), among the Company, the Subsidiary Guarantors Initial Notes and the TrusteeExchange Notes issued in exchange for the Initial Notes pursuant to the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. U.S. Code Sections 77aaa-77bbbb) (the "TIA "), as in effect on the date of the Indenture (the “TIA”). Terms defined in until such time as the Indenture is qualified under the TIA, and not defined herein have thereafter as in effect on the meanings ascribed thereto in date on which the IndentureIndenture is qualified under the TIA. The Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior subordinated unsecured general obligations of the Company Company. The Notes are not limited initially to $400,000,000 in aggregate principal amount, which amount and Additional Notes (as defined in the Indenture) may be increased at the option of the Company if it determines issued from time to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company time under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant in each case subject to the terms of the Indenture; provided that the aggregate principal amount of Initial Notes that will be issued on the Closing Date (as defined in the Indenture) will not exceed EURO 250,000,000. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of March 15October 2, 2006 2013 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary 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 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 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 subordinated unsecured obligations obligations, which are secured by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,000,000,000 in aggregate principal amount of Notes will be issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Company limited initially to $400,000,000 aggregate principal amountHolders, which amount the Issuer may issue Additional Notes. All Notes will be increased at treated as a single series of securities under the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and 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, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 Company Issuer issued the Notes under an Indenture dated as of March 15May 17, 2006 2001 (the “Base "Indenture”), as amended and supplemented by ") between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and the Trustee. This is one of an issue of Notes of the Issuer 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. xx.xx. U.S. Code Sections 77aaa-77bbbb) ), as in effect on the date of the Indenture amended from time to time (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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such them. Capitalized and certain other terms used herein and provisionsnot otherwise defined have the meanings set forth in the Indenture. The U.S. Notes are general unsecured senior subordinated obligations of the Issuer limited in the aggregate principal amount of U.S.$725,000,000 plus an amount of U.S.$ Notes into which the Cdn.$ Notes may be converted at any time up to and including May 14, 2006. The Company shall be entitled to issue Additional Notes pursuant to Section 2.19 of the Indenture. The Notes include the Exchange Notes issued in exchange for the U.S.$ Notes pursuant to the U.S. Registration Rights Agreement. All Notes issued under the Indenture, although the U.S.$ Notes and the Cdn.$ Notes represent different indebtedness of the Issuer, 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. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company all such terms, and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor Holders are referred to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as Trust Indenture Act for a statement of all such terms. To the same shall be due and payableextent permitted by applicable law, whether at maturity, by acceleration or otherwise, according to in the event of any inconsistency between the terms of the Notes this Note and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture, the terms of the Indenture shall control. This is one of the Notes referred to in the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15Each Holder, 2006 (the “Base Indenture”)by accepting a Note, as amended and supplemented agrees to be bound by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms all 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, as the same may be amended from time to time. The Company will furnish to any Holder upon written request and Holders without charge a copy of the Indenture which has the text of this Note in larger type. Requests may be made to: The Xxxxxxxx Group, Ltd., 000 Xxxxx Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxx 00000, Attention: Chief Financial Officer. FORM OF GUARANTEE Each Guarantor (as defined capitalized terms used herein have the meanings given such terms in the Indenture) are Indenture referred to in the Indenture and the TIA for Note upon which this notation is endorsed) hereby unconditionally guarantees on a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of basis (such guarantee being referred to herein as the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee "Guarantee") the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article 10 of the Notes Indenture. The obligations of each Guarantor to the Holders and to the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis Trustee pursuant to the terms Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Indebtedness of each Guarantor, to the extent and in the manner provided in Article 11 of the Indenture.. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Indenture. [____________] By: ------------------------------------ Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint , ------------------------------------------------------- agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Signed: --------------- ---------------------------------------------- (Sign exactly as your name appears on the other side of this Note)

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 9.80% Senior Discount Notes due 2008, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $567,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15February 6, 2006 1998, by and between the Company and The Chase Manhattan Bank, as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture dated as of March 154, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.14 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company This Note is one of a duly authorized issue of Securities of the Company, designated as its 5.00% Senior Notes Due 2010 (herein called the "NOTES," which expression includes any further notes issued pursuant to Section 1.04(b) of the Notes Supplemental Indenture (as hereinafter defined) and forming a single series therewith), issued and to be issued under an Indenture indenture, dated as of March 15September 12, 2006 2005 (herein called the “Base Indenture”"BASE INDENTURE"), as amended and supplemented by the First Supplemental Indenture a supplemental indenture, dated as of March 15September 12, 2006 2005 (the “First Supplemental "SUPPLEMENTAL INDENTURE," and together with the Base Indenture”, as amended the "INDENTURE"), between NUVEEN INVESTMENTS, INC., a Delaware corporation (such company, and supplemented by its successors and assigns under the First Supplemental Indenture, being referred herein called the "COMPANY") and THE BANK OF NEW YORK TRUST COMPANY, N.A., as trustee (the "TRUSTEE"). Reference is hereby made to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part all indentures supplemental thereto relevant to the Notes for a complete description of the Indenture by reference to the Trust Indenture Act rights, limitations of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date rights, obligations, duties and immunities thereunder of the Indenture (Trustee, the “TIA”)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 to them in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toto create or incur Liens securing Debt upon, among other thingsor to dispose of, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment shares of certain dividends and distributions by such Restricted Capital Stock of its Significant Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes certain limitations on the ability of the Company and each Subsidiary Guarantor to merge or consolidate or merge with or into any other Person person or sell, lease, convey, transfer or lease all or substantially all otherwise dispose of its propertyassets substantially as an entirety to any person. Each Note is subject to, and qualified by, all such terms as set forth in the Indenture certain of which are summarized herein and each Holder of a Note is referred to the corresponding provisions of the Indenture for a complete statement of such terms. To guarantee the due and punctual payment of extent that there is any inconsistency between the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of summary provisions set forth in the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15[Issue Date], 2006 200[•] (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary 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. xx.xx. 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 Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) Securityholders are referred to the Indenture and the TIA for a statement of such terms and provisionsthose terms. The Notes Securities are general secured senior subordinated unsecured obligations of the Company limited initially to (i) $400,000,000 85,800,000 aggregate principal amountamount of Series A Notes and (ii) $85,800,000 aggregate principal amount of Series B Notes, which except for Securities authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of other Securities pursuant to Article II, Section 5.7, 9.5, 11.2(c) or 12.1 and except for increases in the aggregate principal amount may be increased at the option of the Company if it determines to reopen Securities or issuances of PIK Securities, in each case in connection with PIK Payments. The Series A Notes and the Series B Notes, including PIK Securities issued thereunder, will be treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, make certain Investments consolidation, mergers and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment sale of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability assets of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyCompany. To guarantee the due and punctual payment of the principal principal, premium, interest and interest, if any, Additional Interest Payments on the Notes Securities and all other amounts payable by the Company under the Indenture Indenture, the Securities, the Collateral Documents and the Notes Intercreditor Agreement when and as the same shall be due and payable, whether at maturity, by acceleration acceleration, redemption, repurchase or otherwise, according to the terms of the Notes and Securities, the Indenture, the Collateral Documents and Intercreditor Agreement, the Subsidiary Guarantors havehave unconditionally guaranteed (and future guarantors, together with the Subsidiary Guarantors, will unconditionally Guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations such obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15November 21, 2006 2014 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, 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. 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 Holders 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially Company. This Note is one of the Initial Notes referred to $400,000,000 aggregate principal amountin the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, which amount may be increased at the option Company’s option, be treated as a single class of securities for all purposes under the Company Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if it determines to reopen the Series of Securities of which this Note is Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated 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. This Note is one of a duly authorized issue of Notes of the Company designated as its 131/2% Senior Discount Notes due 2008, Series B (herein called the "Exchange Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount at maturity to $290,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15May 5, 2006 1998, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes, including the Exchange Notes, are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture dated as of March 15Each Holder, 2006 (the “Base Indenture”)by accepting a Note, as amended and supplemented agrees to be bound --------- by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms all 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, as the same may be amended from time to time. The Company will furnish to any Holder of a Note upon written request and Holders without charge a copy of the Indenture, which has the text of this Note in larger type. Requests may be made to: Tokheim Corporation, 00000 Xxxxxxxxx Xxxxx, Xxxx Xxxxx, Indiana 46845, Attn: Executive Vice President, Finance and Administration. [FORM OF GUARANTEE] SENIOR SUBORDINATED GUARANTEE Each Guarantor (as defined capitalized terms used herein have the meanings given such terms in the Indenture) are Indenture referred to in the Indenture and the TIA for Note upon which this notation is endorsed) hereby unconditionally guarantees on a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of basis (such guaranty being referred to herein as the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee "Guarantee") the due and punctual --------- payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payableNotes, whether at maturity, by acceleration or otherwise, according the due and punctual payment of interest on the overdue principal, premium and interest on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, all in accordance with the terms set forth in Article Twelve of the Indenture. The obligations of each Guarantor to the Holders of Notes and to the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis Trustee pursuant to the terms Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Debt of each Guarantor, to the extent and in the manner provided in Article Twelve and Article Thirteen of the Indenture.. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Notes upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of law. This Guarantee is subject to release upon the terms set forth in the Indenture. ENVIROTRONIC SYSTEMS, INC. By: _____________________________ Name: Title: GASBOY INTERNATIONAL, INC. By: _____________________________ Name: Title: MANAGEMENT SOLUTIONS, INC. By: _____________________________ Name: Title: SUNBELT HOSE & PETROLEUM EQUIPMENT, INC. By: _______________________________________ Name: Title: TOKHEIM AUTOMATION CORPORATION By: _______________________________________ Name: Title: TOKHEIM EQUIPMENT CORPORATION. By: _______________________________________ Name: Title: TOKHEIM INVESTMENT CORP. By: _______________________________________ Name: Title: TOKHEIM RPS, LLC By: _______________________________________ Name: Title: TOKHEIM SERVICES, LLC By: _______________________________________ Name: Title: ASSIGNMENT FORM If you the Holder want to assign this Note, fill in the form below and have your signature guaranteed: I or we assign and transfer this Note to: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint _______________________________________________________, agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date:____________________ Signed: _________________________________________ (Sign exactly as your name appears on the other side of this Note) In connection with any transfer of this Note occurring prior to the date which is the earlier of (i) the date of the declaration by the SEC of the effectiveness of a registration statement under the Securities Act of 1933, as amended (the "Securities Act") covering resales of this Note (which -------------- effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) January 29, 2001, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: Check One ---------

Indenture. The Company issued the Notes under an the Indenture dated as of March 15June 13, 2006 2014 (the “Base Indenture”), between the Company and the Trustee, as amended and supplemented by the First Supplemental Indenture Indenture, dated as of March 15June 25, 2006 2014 (the “First Supplemental Indenture”), as amended and further supplemented by the First Second Supplemental Indenture, being referred to herein dated as of December 5, 2016 (the “Second Supplemental Indenture”), among the Company, the Subsidiary Guarantors Guarantors, and the TrusteeTrustee (the Base Indenture, as supplemented by the First Supplemental Indenture and the Second Supplemental Indenture, the “Indenture”). This Note is one of a duly authorized series of Notes of the Company designated as its 5.50% Senior Notes due 2019. The Notes are limited in aggregate principal amount to $450,000,000. Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 1939, as amended (15 U.S.C. xx.xx. U.S. Code §§ 77aaa-77bbbb) (the “TIA”), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such them. To the extent any provision of the Notes limits, qualifies or conflicts with another provision which is required to be included in the Indenture by the TIA or with the Indenture directly, the required TIA provision or Indenture provision, as applicable, shall control. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions. The Notes are senior subordinated unsecured obligations provisions of the Company limited initially to $400,000,000 aggregate principal amountIndenture, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall may be due and payable, whether at maturity, by acceleration or otherwise, according amended from time to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturetime.

Indenture. The Company Bonds are, and shall be, issued the Notes under an Indenture Indenture, dated as of March 15July 10, 2006 (the “Base Indenture”)2007, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 restated (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyLupatech Finance Limited, 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 (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 Holders (as defined in the Indenture), The Bank of New York Mellon (Luxembourg) are referred S.A., and The Bank of New York Mellon, as trustee (the “Trustee”) and principal paying agent (the “Principal Paying Agent”). The terms of the Bonds include those stated in the Indenture. The Holders of the Bonds shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and the TIA all supplemental indentures thereto for a statement of such terms the respective rights, limitations of rights, duties and provisions. The Notes are senior subordinated unsecured obligations immunities thereunder of the Company limited initially Company, the Guarantors, the Trustee, the Principal Paying Agent and the Holders of the Bonds and the terms upon which the Bonds, are, and are to $400,000,000 aggregate principal amountbe, which amount may authenticated and delivered. All terms used in this Bond that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Bond shall be increased available for inspection at the option offices of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company Trustee and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyPaying Agent. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes Bonds when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenturedue, the Subsidiary Guarantors havehave unconditionally and irrevocably guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant unsecured basis. Neither the Company nor any Guarantor shall be required to make any notation on this Bond to reflect any guarantee or any release, termination or discharge thereof. The Company may from time to time, without the consent of the Holders of the Bonds, create and issue additional Bonds having the same terms and conditions as the Bonds in all respects, except for issue date, issue price and the first payment of interest thereon. Additional Bonds issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Bonds. The Indenture imposes certain limitations on the creation of Liens by the Company, Lupatech and its Subsidiaries, transactions with Affiliates, and consolidation, merger and certain other transactions involving the Company, Lupatech and its Subsidiaries. In addition, the Indenture requires the maintenance of insurance for the Company, Lupatech and its Subsidiaries, the maintenance of the existence of the Company, Lupatech and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. In the event of any inconsistency between the terms of this Bond and the terms of the Indenture, the terms of the Indenture shall prevail. Capitalized terms not defined in this Terms and Conditions of the Bonds have the meanings as defined in the Indenture.

Indenture. The Company Issuer issued the Notes under an Indenture Indenture, dated as of March 15October 12, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary 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 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 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 subordinated unsecured obligations obligations, which are secured by a first priority security interest in the Collateral on an equal and ratable basis with the other Permitted Secured Obligations, subject to the Collateral release provisions set forth in the Intercreditor Agreement. U.S.$1,500,000,000 in aggregate principal amount of Notes will be initially issued on the Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Company limited initially to $400,000,000 aggregate principal amountHolders, which amount the Issuer may issue Additional Notes. All Notes will be increased at treated as a single series of securities under the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company Issuer and 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, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of its propertythe Issuer’s assets. To guarantee the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors havehave unconditionally guaranteed, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 Company This Note is one of the duly authorized issue of 7 1/2% Senior Subordinated Notes Due 2013 of [Select Medical Escrow]*[the Company]+ (herein called the "Notes"), issued the Notes under an Indenture Indenture, dated as of March 15August 12, 2006 2003 (as amended, supplemented or otherwise modified from time to time, the “Base "Indenture”), as amended and supplemented by ," which term shall have the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred meanings assigned to herein as the “Indenture”it in such instrument), among Select Medical Escrow, Inc. and U.S. Bank Trust National Association as Trustee (herein called the Company"Trustee," which term includes any successor trustee under the Indenture) and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of [Select Medical Escrow]* [the Company]+, any other guarantor upon this Note, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture and those made a 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms terms. Additional Notes may be issued under the Indenture which may vote as a class with the Notes and provisions. The otherwise be treated as Notes are senior subordinated unsecured obligations for purposes of the Company limited initially Indenture. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to $400,000,000 aggregate principal amountthem in the Indenture. Following the Select Medical Escrow Merger, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is entitled to the benefits of a part certain senior subordinated Subsidiary Guarantee by the Subsidiary Guarantors (and sell additional Securities (subject to Section 2.01 future Subsidiary Guarantors) made for the benefit of the First Supplemental Indenture)Holders. The Indenture imposes certain limitations on the ability Reference is made to Article Thirteen of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and to the Notes when Subsidiary Guarantees for terms relating to such Subsidiary Guarantees, including the release, termination and as discharge thereof. Neither the same Company nor any Subsidiary Guarantor shall be due and payablerequired to make any notation on this Note to reflect any Subsidiary Guarantee or any such release, whether at maturity, by acceleration termination or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturedischarge.

Indenture. The Company issued the Notes under an Indenture dated as of March 15August 4, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as called the “Indenture”), ) among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and 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 general senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Note is one of the Company if it determines Notes referred to reopen in the Series of Securities of which this Note is a part Indenture. The Notes include the Initial Notes and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)any Additional Notes. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, distributions and create or incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsLiens. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. 1 To be February 15, 2021 for the Initial Notes. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations guaranteed, on a senior subordinated basis unsecured basis, the obligations of the Company under the Notes pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15December 1, 2006 2022 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Trustees. 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 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 unsecured secured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.15 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Notes Obligations on a senior subordinated secured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 157, 2006 2007 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Note Guarantors, the Law Debenture Trust Company of New York, as trustee (the “Trustee”), and the TrusteeDeutsche Bank Trust Company Americas, as Registrar and Paying Agent. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 150,000,000 in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue an unlimited principal amount of Add On Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Material Domestic Subsidiary Guarantors havewill unconditionally guarantee, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture.

Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of March 15September 16, 2006 2013 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among Embraer Overseas Limited, Embraer S.A. and The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the Company, the Subsidiary Guarantors and the “Trustee”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Guarantor, the Trustee and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date thereof. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. The Notes are subject to all terms and provisions include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture, Indenture and Holders (as defined any Exchange Notes issued in exchange for the Indenture) are referred Initial Notes or Additional Notes pursuant to the Indenture and the TIA for a statement Registration Rights Agreement, dated as of such terms September 16, 2013, among the Company, the Guarantor and provisionsthe Initial Purchasers (the "Registration Rights Agreement"). The Initial Notes, any Additional Notes and the Exchange Notes are senior subordinated unsecured obligations treated as a single class of securities under the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability creation of Liens by the Guarantor and the Company and consolidation, merger and certain other transactions involving the Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Restricted Subsidiaries toSubsidiaries, among other thingsthe maintenance of the existence of the Guarantor and its Subsidiaries, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends taxes and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates claims and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according reporting requirements applicable to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor.

Indenture. The Company issued the Notes under an Indenture dated as of March 15April 23, 2006 2003 (the “Base "Indenture”"), as amended and supplemented by between the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. (S)(S) 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”"Act"). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such terms and provisionsthose terms. The Notes are senior subordinated general unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 9.14 of the Company if it determines Indenture, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject issue Additional Notes pursuant to Section 2.01 2.13 of the First Supplemental Indenture). The Initial Notes issued on the Issue Date, any Additional Notes and all Exchange Notes or Private Exchange Notes 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 Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain redeem or repurchase capital stock; make investments; engage in transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations affiliates; create liens on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries. To guarantee If, after the due and punctual payment of the principal and interestIssue Date, if any, on the Notes are assigned an Investment Grade Rating from both S&P and all other amounts payable by the Company under the Indenture Xxxxx'x and the Notes when no Default has occurred and is continuing, certain covenants will be terminated. These covenants are subject to important exceptions and qualifications as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of provided in the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15, 2006 2004 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. This Note is one of the Notes referred to in the Indenture. The Notes are senior subordinated unsecured obligations include the Original Notes and any Additional Notes. The Original Notes and any Additional Notes shall be part of the same series issued and will vote together on all matters subject to the conditions set forth in the Indenture. The Company limited initially shall only be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes in accordance with Section 4.14 of the Company if it determines Indenture. Additional Notes shall be issued with terms substantially identical to reopen the Series Original Notes, except for any variation in issuance date and, upon the issuance of Securities Additional Notes with original issue discount (and any issuance of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental IndentureAdditional Notes thereafter), CUSIP number. The Indenture imposes certain limitations on the ability of the Company and 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, ; enter into or permit certain transactions with Affiliates Affiliates; create or incur Liens; and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into or wind up into any other Person or conveysell, transfer assign, transfer, lease, convey or lease otherwise dispose of all or substantially all of its propertytheir property or assets in one or more related transactions to any Person. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, fully and unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15May O, 2006 2004 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit B thereto shall govern. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at and have the option benefit of an irrevocable and unconditional guarantee of the Company if it determines Guarantor. Subject to reopen the Series of Securities of which this Note is a part conditions set forth in the Indenture and sell additional Securities (subject to Section 2.01 without the consent of the First Supplemental Holders, the Company may issue Add On Notes. All Notes of this series will be treated as a single class of securities under the Indenture). The Indenture imposes certain limitations on on, among other things, (i) the ability of the Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (ii) the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company's or the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor's respective assets unless certain conditions are satisfied.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March December 15, 2006 2001, (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the subsidiaries of the Company, as guarantors (the "Subsidiary Guarantors 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. (S)(S) 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 assigned thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 280,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 2.07 of the First Supplemental Indenture). This Note is one of the Initial Notes or Additional Notes referred to in the Indenture. The Notes include the Initial Notes, Additional Notes and any Exchange Notes and Private Exchange Notes issued in exchange for Initial Notes or Additional Notes. The Initial Notes, Additional Notes, Exchange Notes and Private Exchange Notes are treated as a single class of notes under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15November 20, 2006 2002 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”")), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary 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.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 325,000,000 aggregate principal amount, of which $175,000,000 in aggregate principal amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines may issue Additional Notes of up to reopen an additional $150,000,000 aggregate principal amount of 11% Senior Subordinated Notes Due 2012. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertyRestricted Subsidiaries' assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors haveConstar, Inc., BFF Inc., DT, Inc., Constar Plastics, LLC and Constar Foreign Holdings, Inc. have unconditionally guaranteed (and certain future Domestic Restricted Subsidiaries will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

Indenture. The Company issued the Notes under an Indenture dated as of March 15April [ ], 2006 2007 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture from time to time (the “TIA”"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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any inconsistency between the terms of this Note and provisionsthe terms of the Indenture, the terms of the Indenture shall control. The Notes are general unsecured, senior subordinated unsecured obligations of the Company limited initially to $400,000,000 Company. The aggregate principal amount, amount of Notes which amount may be increased at authenticated and delivered under the option Indenture is unlimited. This Note is one of the [ ]% Senior Notes due 2017 referred to in the Indenture. The Notes include (i) $300,000,000 aggregate principal amount of the Company's [ ]% Senior Notes due 2017 issued under the Indenture on April [ ], 2007 and registered under the Securities Act (the "Initial Notes"), and (ii) if and when issued, an unlimited principal amount of additional [ ]% Senior Notes due 2017 that may be issued from time to time, under the Indenture, subsequent to April [ ], 2007 in a registered offering of the Company if it determines to reopen (the Series of Securities of which this Note is a part "Additional Notes" and sell additional Securities (subject to Section 2.01 of together with the First Supplemental IndentureInitial Notes, the "Notes"). The Initial Notes and Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes imposes, among other things, certain limitations on the Incurrence of Indebtedness by the Company and its Subsidiaries, the payment of dividends and other distributions on the Capital Stock of the Company and its Subsidiaries, the purchase or redemption of Capital Stock of the Company and Capital Stock of such Subsidiaries, certain purchases or redemptions of Subordinated Obligations, the sale or transfer of assets and Capital Stock of Subsidiaries, certain Sale/Leaseback Transactions involving the Company or any Restricted Subsidiary, the incurrence of certain Liens, transactions with Affiliates, mergers and consolidations, payments for consent, the business activities and investments of the Company and its Subsidiaries and the sale of Capital Stock of Restricted Subsidiaries, provided, however, certain of such limitations shall no longer be in effect if the Notes attain an Investment Grade Rating from both Rating Agencies. In addition, the Indenture limits the ability of the Company and its Subsidiaries to enter into 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, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company 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, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15February 21, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”)2017, among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture amended (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsubordinated unsecured obligations of the Company limited initially to $400,000,000 1,000,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities Additional Notes (subject to Section 2.01 the terms of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Indebtedness and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestprincipal, premium, if any, and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsubordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of March 15July 16, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among BM&FBOVESPA S.A. — Bolsa de Valores, Mercadorias e Futuros (the “Company”), Deutsche Bank Trust Company Americas, as Trustee, Registrar, Transfer Agent and Paying Agent (the Subsidiary Guarantors “Trustee”), and Deutsche Bank Luxembourg S.A., as Luxembourg Paying Agent and Transfer Agent (the Trustee“Luxembourg Paying Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Trustee, the Paying Agent, any other Paying Agent, the Transfer Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. The Notes are subject to all terms and provisions Copies of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and each Global Note shall be available for inspection during normal business hours at the TIA for a statement offices of such the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue additional Notes having the same terms and provisionsconditions as the Notes in all respects, except for issue date, issue price and the first payment of Interest thereon. The Additional Notes are senior subordinated unsecured obligations of issued in this manner shall be consolidated with and shall form a single series with the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)previously outstanding Notes. The Indenture imposes certain limitations on the ability creation of Liens by the Company or its Subsidiaries and mergers, consolidations or business combinations involving the Company or its Subsidiaries. In addition, the Indenture requires the maintenance of the existence of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according includes reporting requirements applicable to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureCompany.

Indenture. The Company issued the Notes under pursuant to an Indenture dated as of March 15April 28, 2006 2013 (the “Base Indenture”)) among the Company, the Guarantors and the Trustee, as amended and supplemented with respect to the Notes by the First Twenty-Eighth Supplemental Indenture dated as of March 15April 28, 2006 2017 (the “First Twenty-Eighth Supplemental Indenture”; the Base Indenture, as supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of August 11, 2014 by and among the Company, the guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, and the Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among the Company, the guarantors party thereto and the Trustee, and as amended and supplemented in respect of the Notes by the First Twenty-Eighth Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and and, to the extent so included in the Indenture, to 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Company. The Indenture imposes certain limitations on does not limit the ability aggregate principal amount of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall that may be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureissued thereunder.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 12 3/4% Senior Notes due 2009, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $325,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15April 23, 2006 1999, by and between the Company and State Street Bank and Trust Company of California, N.A., as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes, including the Exchange Notes, are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture dated as of March 15October 9, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among 2009 between the Company, the Subsidiary Guarantors and the TrusteeTrustee (the “Original Indenture”), as supplemented by a Third Supplemental Indenture dated as of even date therewith (the “Supplemental Indenture”, and the Original Indenture as supplemented thereby, 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 1939, as amended (15 U.S.C. xx.xx. 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 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 senior subordinated general unsecured obligations of the Company limited initially with no limit as to $400,000,000 the aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities any one time outstanding (subject to Section 2.01 9.12 of the First Supplemental Indenture). The Notes issued on the Issue Date and any Additional Notes are treated as a single class of securities for all purposes of the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of certain capital stock of such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each or any Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe Property of the Company or any Subsidiary Guarantor. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, will unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated joint and several basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15November 7, 2006 2019 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.14 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8-1/2% Senior Subordinated Notes due 2008 Series B (herein called the "Unrestricted Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $150,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15April 24, 2006 (the “Base Indenture”)1998, as amended by and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, each of the Subsidiary Guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and U.S. Bank Trust National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Securities and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company limited initially to $400,000,000 aggregate principal amountor any Guarantor, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 1524, 2006 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Issuer, Alcoa Corporation (the “Company”), a Delaware corporation, the Subsidiary Guarantors party thereto and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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, Indenture and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially Issuer. The Issuer shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.15 of the Company if it determines to reopen the Series of Securities of which this Note is Indenture. The Original Notes and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company Company, the Issuer and its Restricted Subsidiaries certain of their subsidiaries to, among other things, make create liens on certain Investments assets to secure debt and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositionsleaseback transactions. The Indenture also imposes limitations on the ability of the Company Company, the Issuer and each the Subsidiary Guarantor 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, if any, interest on the Notes and all other amounts payable by the Company Issuer under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Guarantors have, jointly and severally, have unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture. Certain other subsidiaries of the Company will be required to guarantee the Guaranteed Obligations on or after the Issue Date, subject to the limitations set forth in the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10-3/8% Senior Notes Due 2005, Series B (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 1525, 2006 1998, by and between the Company and First Trust National Association, as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture dated as of March 15April 29, 2006 2010 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors 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 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsprovi sions. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are senior subordinated unsecured secured second lien obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Note is one of the Company if it determines Initial Notes or Additional Notes referred to reopen in the Series Indenture. The Notes include the Initial Notes, Additional Notes and any Exchange Notes issued in exchange for Initial Notes or Additional Notes. The Initial Notes, Additional Notes, Exchange Notes are treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of notes under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertythe property of the Company. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturitywhether, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations of the Company under the Indenture and the Notes on a senior subordinated secured second lien basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an the Indenture dated as of March 15May 12, 2006 2011 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ) among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Company. This Note is one of the Company if it determines Initial Notes referred to reopen in the Series 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 of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or incur Liens and make Asset Dispositionsasset sales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations of the Company under the Notes on a an unsecured senior subordinated basis pursuant to the terms of the Indenture.

Indenture. The Company Issuers issued the Notes under an Indenture Indenture, dated as of March 15November 22, 2006 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the CompanyIssuers, the Subsidiary 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.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated unsecured general unsecured, joint and several, obligations of the Company limited initially to Issuers, of which $400,000,000 150 million in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Company if it determines to reopen Holders, the Series Issuers may issue Additional Notes. All Notes will be treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 1520, 2006 2013 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 550,000,000 in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue Additional Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionscreate Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, enter into Sale and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Leaseback Transactions, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each of the existing and future Restricted Subsidiaries that Guarantee or are co-borrowers under or grant Liens to secure the Bank Credit Facility will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 11-1/4% Senior Notes Due 2008, Series B (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $400,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15November 25, 2006 1998, by and between the Company and U.S. Bank Trust National Association, as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Section Section 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes Securities under an Indenture the Indenture, dated as of March 15June 11, 2006 2015 as amended by the First Supplemental Indenture, dated as of June 11, 2015, the Second Supplemental Indenture, dated as of December 2, 2015, and the Third Supplemental Indenture, dated as of April 7, 2016 (the “Base Indenture”), among the Company and the Trustee, as amended and supplemented by the First Fourth Supplemental Indenture Indenture, dated as of March 15April 1, 2006 2020 (the “First Fourth Supplemental Indenture”” and, together with the Base Indenture, as amended and supplemented by the First Supplemental Indenturesupplemented, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Company 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. xx.xx. U.S. Code §§ 77aaa-77bbbb) ), as amended and in effect on the date of the Indenture from time to time (the “TIATrust Indenture Act”). 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 Holders (as defined in the Indenture) holders are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyterms. To guarantee the due and punctual payment extent any provision of this Security conflicts with the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms express provisions of the Notes and the Indenture, the Subsidiary Guarantors have, jointly provisions of the Indenture shall govern and severally, unconditionally guaranteed be controlling. The Indenture does not limit the Guaranteed Obligations on a senior subordinated basis pursuant aggregate principal amount of Securities that may be issued thereunder. Subject to the terms conditions set forth in the Indenture and without the consent of the holders, the Company may issue additional Securities of the same series under the Indenture. All Securities of the same series, including any such additional Securities, shall be treated as a single class of securities under the Indenture. Terms used herein without definition and that are defined in the Indenture have the meanings assigned to them in the Indenture.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15May 30, 2006 2003 (as it may be amended or supplemented from time to time in accordance with the “Base terms thereof, the "Indenture”"), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary 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.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 125,000,000 in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue an unlimited principal amount of Add On Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company's and its propertySubsidiaries' assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the each Material Domestic Subsidiary Guarantors havewill unconditionally guarantee, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis such obligations pursuant to the terms of the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 8-1/2% Senior Subordinated Notes due 2008, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $165,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15April 24, 2006 (the “Base Indenture”)1998, as amended by and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, each of the Subsidiary guarantors named in the Indenture, as guarantors (herein called the "Guarantors"), and U.S. Bank Trust National Association, as trustee (herein called the "Trustee," which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Securities and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Private Exchange Securities and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company limited initially to $400,000,000 aggregate principal amountor any Guarantor, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The This Note is one of a duly authorized issue of debt securities of the Company (as defined below) designated as its "10 3/4% Senior Notes Due 2006" (herein called the "Notes") limited in aggregate principal amount to $115,000,000, issued the Notes under an Indenture indenture dated as of March 15June 9, 2006 1998 (the “Base Indenture”), as amended and or supplemented by from time to time, the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental "Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), ") among the Company, the Subsidiary Guarantors as issuer, and the guarantors listed on Annex A hereto (collectively, the "Guarantors"), and State Street Bank and Trust Company, as trustee (the "Trustee," which term includes any successor trustee 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 1939, as amended (15 U.S.C. xx.xxU.S. Code ss.sx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”00aaa-77bbbb). 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 Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA such Act for a statement of such the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and each Holder and of the terms upon which the Notes are, and provisionsare to be, authenticated and delivered. The Notes are senior subordinated unsecured obligations summary of the Company limited initially terms of this Note contained herein does not purport to $400,000,000 aggregate principal amountbe complete and is qualified by reference to the Indenture. To the extent permitted by applicable law, which amount may be increased at in the option event of any inconsistency between the terms of this Note and the terms of the Company if it determines to reopen Indenture, the Series terms of Securities of which the Indenture shall control. All capitalized terms used in this Note is a part and sell additional Securities (subject which are not defined herein shall have the meanings assigned to Section 2.01 of them in the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries torestricts, among other things, make certain Investments and other Restricted Paymentsthe Company's ability to incur additional indebtedness, pay dividends and or make certain other distributionsrestricted payments, incur Indebtednessliens to secure pari passu or subordinated indebtedness, enter into consensual restrictions upon the payment sell stock of certain dividends and distributions by such Restricted Subsidiaries, apply net proceeds from certain asset sales, merge or consolidate with any other person, sell, assign, transfer, lease, convey or otherwise dispose of substantially all of the assets of the Company or enter into or permit certain transactions with Affiliates and make Asset Dispositionsaffiliates. The Indenture also imposes limitations on the ability permits, under certain circumstances, Restricted Subsidiaries of the Company to be deemed Unrestricted Subsidiaries and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according thus not subject to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms restrictions of the Indenture.

Indenture. The Company issued the Notes under pursuant to an Indenture dated as of March 15April 28, 2006 2013 (the “Base Indenture”)) among the Company, the Guarantors and the Trustee, as amended and supplemented with respect to the Notes by the First [Number] Supplemental Indenture dated as of March 15[ ], 2006 20[ ● ] (the “First [Number] Supplemental Indenture”; the Base Indenture, as supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of August 11, 2014 by and among the Company, the guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee and the Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among the Company, the guarantors party thereto and the Trustee, and as amended and supplemented in respect of the Notes by the First [Number] Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and and, to the extent so included in the Indenture, to 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Company. The Indenture imposes certain limitations on does not limit the ability aggregate principal amount of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall that may be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureissued thereunder.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15April 7, 2006 1999 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, each of the Subsidiary Guarantors named therein and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as its 11 1/2% Senior Subordinated Notes due 2009, Series A (the "Initial Notes"), limited (except as otherwise provided in the Indenture) in aggregate principal amount to $250,000,000, which may be issued under the Indenture; provided the principal amount of Initial Notes issued on the Issue Date will not exceed $125,000,000. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement or, with respect to Initial Notes issued under the Indenture subsequent to the Issue Date, a registration rights agreement similar to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. Capitalized terms used herein shall have the meanings assigned to them in the Indenture unless otherwise defined herein. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.sx. 77aaa-77bbbb00aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are senior subordinated general unsecured obligations of the Company limited initially in aggregate principal amount to $400,000,000 aggregate principal amount, which amount may be increased at the option 250,000,000. Under Article Eleven of the Company if it determines to reopen Indenture the Series of Securities of which this payment on each Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant by the Guarantors. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 15% Senior Pay-In-Kind Notes due 2010 (the "Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) to an aggregate principal amount of $39,237,500 and such additional amount of Notes as may be paid as interest pursuant to Section 3.01 of the Indenture (as defined) and the terms hereof, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15June 29, 2006 2001, by and between the Company and State Street Bank and Trust Company, as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. All capitalized terms used in this Note that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior subordinated unsecured obligations Except as provided in Section 13.09 of the Company limited initially Indenture, no reference herein to $400,000,000 aggregate principal amountthe Indenture and no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15February 2, 2006 2012 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxIndenture. 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 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 Holders (as defined in amended or supplemented from time to time. In the Indenture) are referred to event there is an inconsistency between the terms of the Indenture and this Note, the TIA for a statement terms of such terms and provisionsthe Indenture shall govern. The Notes are senior subordinated general unsecured obligations of the Company limited initially Company. Subject to $400,000,000 aggregate principal amount, which amount may be increased at the option conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines may issue Additional Notes. All Notes will be treated as a single class of securities under the Indenture. The Notes are not, and will not be, entitled to reopen the Series benefit of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)any mandatory sinking fund. The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, to incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into Liens or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertySubsidiaries’ assets. To guarantee Empresa Administradora Chungar S.A.C. and Empresa Administradora Cerro S.A.C. (the due “Subsidiary Guarantors”) have unconditionally guaranteed the full and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration acceleration, by redemption or otherwise, according to the terms of the Notes and the Indenture. Each Note Guarantee will be subject to release as provided in the Indenture. The obligations of each Subsidiary Guarantor in respect of its Note Guarantee will be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the terms obligations of the Indenturesuch Subsidiary Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar transfer under applicable law and not violating applicable corporate benefit, financial assistance, thin capitalization or similar laws.

Indenture. The Company issued the Notes under an Indenture dated as of March 15December 26, 2006 2002 (the “Base "Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”"), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Indenturesuch terms, and 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 the senior subordinated unsecured secured obligations of the Company and are limited initially to $400,000,000 4,000,000,000 in aggregate principal amountamount outstanding, of which $[ ] in aggregate principal amount may will be increased at initially issued on the option Issue Date. [This Note is one of the Initial Notes of the Company if it determines to reopen the Series of Securities designated as its _____% Senior Subordinated Secured Notes due 20__, of which this $[ ] in aggregate principal amount will be initially issued on the Issue Date.] [This Note is a part and sell additional Securities (subject to Section 2.01 one of the First Supplemental Additional Notes of the Company designated as its _____% Senior Subordinated Secured Notes due 20__, of which $[ ] in aggregate principal amount will be initially issued on the Issue Date.] The Notes include the Initial Notes and the Exchange Notes and issued in exchange for the Initial Notes pursuant to the Indenture). The Initial Notes and the Exchange Notes of this maturity are treated as a single class of Notes under the Indenture. The Indenture imposes certain limitations on the ability incurrence of Indebtedness by the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay Subsidiaries; the payment of dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon payments by the payment of certain dividends Company and distributions by such its Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability ; Investments; sales of assets of the Company and each Subsidiary Guarantor to consolidate or merge Restricted Subsidiaries; certain transactions with or into any other Person or conveyAffiliates; Liens; and consolidations, transfer or lease mergers and transfers of all or substantially all of its propertythe Company's or a Guarantor's assets. To guarantee the due and punctual payment of the principal and interestIn addition, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations prohibits certain restrictions on a senior subordinated basis pursuant to the terms of the Indenturedistributions from Restricted Subsidiaries.

Indenture. The Company issued the Notes under an Indenture dated as of March 15February 18, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors named therein and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”)Trustees. 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 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 unsecured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.15 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate consolidate, amalgamate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15October 17, 2006 2018 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, 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. 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 Holders 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially Company. This Note is one of the Initial Notes referred to $400,000,000 aggregate principal amountin the Indenture. The Notes include the Initial Notes and any Additional Notes. The Initial Notes and any Additional Notes may, which amount may be increased at the option Company’s option, be treated as a single class of securities for all purposes under the Company Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that if it determines to reopen the Series of Securities of which this Note is Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, the Additional Notes will have a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)separate CUSIP number, if applicable. The Indenture imposes certain limitations on the ability of the Company and its the Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, create or Incur Liens and make Asset DispositionsSales. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment The Guarantors (including each Wholly Owned Restricted Subsidiary of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according that is required to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed guarantee the Guaranteed Obligations on a senior subordinated 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 Company issued the Notes under an Indenture Indenture, dated as of March 15May [*], 2006 2008 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture [and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA]. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior subordinated unsecured obligations of the Company limited initially and have the benefit of an irrevocable and unconditional guarantee of the Guarantor. Subject to $400,000,000 aggregate principal amountthe conditions set forth in the Indenture and without the consent of the Holders, which amount the Company may issue Add On Notes. All Notes of this series will be increased at treated as a single class of securities under the option Indenture. The Indenture contains certain covenants with respect to, among other things, (i) the requirement of the Company if it determines and the Guarantor to reopen offer to repurchase the Series Notes upon a Change of Securities of which this Note is a part and sell additional Securities Control Triggering Event, (subject to Section 2.01 ii) the ability of the First Supplemental Indenture). The Indenture imposes certain Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness or (iii) limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company’s or the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor’s respective assets unless certain conditions are satisfied.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15July 6, 2006 2018 (the “Base Indenture”), among the Company, the subsidiary guarantors from time to time party thereto and Wilmington Trust, National Association, as amended and supplemented by trustee under the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Base Indenture”, as amended and supplemented by the First Fourth Supplemental Indenture thereto, dated as of November 21, 2023 (the “Supplemental Indenture” and, being referred to herein as together with the Base Indenture, the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) 1939, as in effect on the date of the Indenture amended from time to time (the “TIAAct”). 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA Act for a statement of such those terms. In the event of any inconsistency between the terms of the Indenture and provisionsthis Note, the terms of the Indenture shall control. The Notes are senior subordinated general unsecured obligations of the Company limited and are initially to $400,000,000 issued in an aggregate principal amountamount of $400,000,000. The Company may, which amount may be increased at subject to the option provisions of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 Indenture, issue Additional Notes of the First Supplemental same series from time to time without the consent of the Holders. The Notes initially issued and any Additional Notes subsequently issued under the Indenture will be treated as a single series for all purposes of the Indenture), including, without limitation, with respect to waivers, amendments, supplements, redemptions and offers to purchase. The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and certain of its Restricted Subsidiaries to, among other things, make subsidiaries to incur certain Investments and other Restricted Payments, pay dividends and other distributions, secured indebtedness; incur Indebtedness, certain liens; enter into consensual restrictions upon the payment of certain dividends sale and distributions by such Restricted Subsidiariesleaseback transactions; consolidate, enter into merge or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture assets and the Notes when assets of its subsidiaries; and as the same shall be due designate unrestricted subsidiaries. These covenants are subject to important exceptions and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company Issuers issued the Notes under an Indenture Indenture, dated as of March 15October 2, 2006 2009 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among between the CompanyIssuers, the Subsidiary 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.xxTIA. 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 Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated unsecured general unsecured, joint and several, obligations of the Company limited initially to Issuers, of which $400,000,000 625,000,000 in aggregate principal amount, which amount may will be increased at initially issued on the option Issue Date. Subject to the conditions set forth in the Indenture and without the consent of the Company if it determines to reopen Holders, the Series Issuers may issue Additional Notes. All Notes will be treated as a single class of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of securities under the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries toon, among other things, the ability of the Issuers, the Company, the Subsidiary Note Guarantors and certain Restricted Subsidiaries to: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionsincur Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Affiliates, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of and interest, if any, interest on the Notes and all other amounts payable by the Company Issuers under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Company and the Subsidiary Note Guarantors havehave unconditionally guaranteed (and each future Material Restricted Subsidiary will unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 10-3/8% Senior Notes Due 2005, Series A (herein called the "Initial Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $175,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 1525, 2006 1998, by and between the Company and First Trust National Association, as trustee (herein called the “Base "Trustee," which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 (the “First Supplemental Indenture”duties, as amended obligations and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the Exchange Notes referred to below), issued in exchange for the Initial Notes pursuant to the Registration Rights Agreement. The Initial Notes and the Unrestricted Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxss.sx. 77aaa-77bbbb00aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The Company Issuer issued the Notes under an Indenture dated as of March 15September 28, 2006 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the CompanyIssuer, the Subsidiary Guarantors and 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 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. xx.xx. 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 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 subordinated unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option Issuer. This Note is one of the Company if it determines Notes referred to reopen in the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Issuer, the Company and its Restricted Manufacturing Subsidiaries to, among other things, make create or Incur certain Investments Liens and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company Issuer and each Subsidiary 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, if any, on (ii) no Default with respect to the Notes has occurred and all other amounts payable by the Company 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 Subsidiary Guarantors have, jointly Company and severally, unconditionally guaranteed its Subsidiaries will not be subject to Section 4.11 of the Guaranteed Obligations on a senior subordinated basis pursuant Indenture with respect to the terms Notes. In addition, upon and following the Suspension Date, the Issuer may elect to suspend the Subsidiary Guarantees with respect to the Notes. Upon and following any Reversion Date, the Company and its Subsidiaries (other than Excluded Subsidiaries) shall again be subject to Section 4.11 of the IndentureIndenture with respect to the Notes with respect to future events and the Subsidiary Guarantees with respect to the Notes shall be reinstated.

Indenture. The Company Notes are, and shall be, issued the Notes under an Indenture Indenture, dated as of March 15October 25, 2006 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among Embraer Overseas Limited, Embraer-Empresa Brasileira de Aeronáutica S.A., The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the Company“Trustee”), and The Bank of New York (Luxembourg) S.A., as Luxembourg Paying Agent and Transfer Agent (the Subsidiary Guarantors and the Trustee“Luxembourg Paying Agent”). The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and those made part all supplemental indentures thereto for a statement of the Indenture by reference to the Trust Indenture Act respective rights, limitations of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb) as in effect on the date rights, duties and immunities thereunder of the Indenture (Company, the “TIA”)Guarantor, the Trustee, the Luxembourg Paying Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. Terms All terms used in this Note that are defined in the Indenture and not defined herein shall have the meanings ascribed thereto assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price, the payment of interest accruing prior to the issue date thereof and the first payment of interest thereon after the issue date thereof. Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes. The Note is one of the [Initial]* [Exchange]* * Notes referred to in the Indenture. The Notes are subject to all terms and provisions include the Initial Notes issued on the Issue Date, any Additional Notes issued in accordance with Section 2.14 of the Indenture, Indenture and Holders (as defined any Exchange Notes issued in exchange for the Indenture) are referred Initial Notes or Additional Notes pursuant to the Indenture and the TIA for a statement of such terms and provisionsRegistration Rights Agreement. The Initial Notes, any Additional Notes and the Exchange Notes are senior subordinated unsecured obligations treated as a single class of securities under the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company Indenture. * Include if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Initial Note. ** Include if Exchange Note. The Indenture imposes certain limitations on the ability creation of Liens by the Guarantor and the Company and consolidation, merger and certain other transactions involving the Guarantor. In addition, the Indenture requires the maintenance of insurance for the Guarantor and its Restricted Subsidiaries toSubsidiaries, among other thingsthe maintenance of the existence of the Guarantor and its Subsidiaries, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends taxes and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates claims and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according reporting requirements applicable to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor.

Indenture. The Company issued the Notes under an Indenture dated as of March 15May 26, 2006 2020 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§ 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIATrust Indenture Act”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA Trust Indenture Act for a statement of such terms and provisions. The Notes are senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled to $400,000,000 aggregate principal amount, which amount may be increased at the option issue Additional Notes pursuant to Section 2.14 of the Company if it determines to reopen Indenture. The Original Notes (as defined in the Series of Securities of which this Note is Indenture) and any Additional Notes shall be treated as a part and sell additional Securities (subject to Section 2.01 single class for all purposes of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments create or incur Liens, and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset DispositionsSale/Leaseback Transactions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal of, and interest, if any, interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, severally unconditionally guaranteed the Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under an Indenture dated as of March 15May 10, 2006 2021 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors from time to time party thereto and the Trustee. The terms of the Notes include those are stated in the Indenture and those made part of the Indenture by reference to the 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 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 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 subordinated unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 4.03 of the Company if it determines Indenture, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject issue Additional Notes pursuant to Section 2.01 2.13 of the First Supplemental Indenture). The Indenture imposes certain limitations Notes issued on the ability Issue Date and any Additional Notes shall be treated as a single class for all purposes of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its propertyIndenture. To guarantee the due and punctual payment of the principal of, and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, have jointly and severally, irrevocably and unconditionally guaranteed the Subsidiary Guaranteed Obligations on a senior subordinated unsecured basis pursuant to the terms of the Indenture.

Indenture. The Company issued the Notes under pursuant to an Indenture dated as of March 15April 28, 2006 2013 (the “Base Indenture”)) among the Company, the Guarantors and the Trustee, as amended and supplemented with respect to the Notes by the First Twenty-Ninth Supplemental Indenture dated as of March 15May 9, 2006 2017 (the “First Twenty-Ninth Supplemental Indenture”; the Base Indenture, as supplemented by the Eleventh Supplemental Indenture, dated as of May 1, 2013 by and among the Company, the guarantors party thereto and the Trustee, the Sixteenth Supplemental Indenture, dated as of August 11, 2014 by and among the Company, the guarantors party thereto and the Trustee, the Nineteenth Supplemental Indenture, dated as of September 28, 2015, by and among the Company, the guarantors party thereto and the Trustee, and the Twenty-Second Supplemental Indenture, dated as of August 30, 2016, by and among the Company, the guarantors party thereto and the Trustee, and as amended and supplemented in respect of the Notes by the First Twenty-Ninth Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and and, to the extent so included in the Indenture, to 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 subordinated unsecured unsecured, unsubordinated obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture)Company. The Indenture imposes certain limitations on does not limit the ability aggregate principal amount of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall that may be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureissued thereunder.

Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as its 7% Notes due 2013. The Company Notes may be issued the Notes in unlimited aggregate principal amount, and may be issued under an Indenture dated as of March 15, 2006 indenture (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as called the “Indenture”)) dated as of December 8, 2003, by and among the Company, each of the Subsidiary Guarantors named in the Indenture (the “Guarantors”) and The Bank of New York, as trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties, obligations and immunities thereunder of the Company, the Trustee, the Guarantors and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The initial aggregate principal amount of Notes issued under the Indenture shall be $208,105,000. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. §§77aaa-77bbbb) (the “TIA”), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Indenture shall alter or impair the obligation of the Company limited initially to $400,000,000 aggregate principal amountor any Guarantor, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. This Note is one of a duly authorized issue of Notes of the Issuer designated as its 11 1/2% Senior Notes due 2009, Series B (herein called the "Exchange Notes"). The Company Notes are limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $210,000,000, which may be issued the Notes under an Indenture indenture (herein called the "Indenture") dated as of March 15May 18, 2006 1999, by and between the Issuer and Chase Manhattan Trust Company, National Association, as trustee (herein called the “Base "Trustee,"which term includes any successor Trustee under the Indenture”), as amended to which Indenture and supplemented by all indentures supplemental thereto reference is hereby made for a statement of the First Supplemental Indenture dated as respective rights, limitations of March 15rights, 2006 duties, obligations and immunities thereunder of the Issuer, the Trustee, and the Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. The Notes include the Initial Notes, the Private Exchange Notes and the Unrestricted Notes (including the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”Exchange Notes), among issued in exchange for the CompanyInitial Notes pursuant to the Registration Rights Agreement. The Initial Notes, the Subsidiary Guarantors Private Exchange Notes and the TrusteeExchange Notes are treated as a single class of securities under the Indenture. All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbbSection 77aaa-77bbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Issuer, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under the Indenture and the Notes when and as the same shall be due and payablecoin or currency, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indentureherein prescribed.

Indenture. The This Note is one of a duly authorized issue of securities of the Company designated as its 6.50% Senior Notes due 2020 (herein called the “Notes”), issued the Notes under an Indenture dated as of March 15, 2006 indenture (herein called the “Base Indenture”) dated as of July 20, 2007, between the Company and HSBC BANK USA, National Association, as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), as amended and supplemented by the First Third Supplemental Indenture dated as of March 1527, 2006 2012 between the Company and the Trustee (the “First Third Supplemental Indenture”” and, as amended and supplemented by together with the First Supplemental Base Indenture, being referred to herein as the “Indenture”)) to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, among limitations of rights, duties, obligations and immunities thereunder of the Company, the Subsidiary Guarantors Trustee and the TrusteeHolders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of an initial issuance of $300,000,000 and any Additional Notes issued in accordance with the Indenture. Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb§§ 77aaa‑77bbbb) (the “TIA”), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms terms. No reference herein to the Indenture and provisions. The Notes are senior subordinated unsecured obligations no provisions of this Note or of the Company limited initially to $400,000,000 aggregate principal amountIndenture shall alter or impair the obligation of the Company, which amount may be increased at the option of the Company if it determines is absolute and unconditional, to reopen the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interestof, premium, if any, and interest on this Note at the Notes times, place, and all other amounts payable by rate, and in the Company under coin or currency, herein prescribed. To the Indenture and extent that the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms provisions of the Notes and this Note conflict with any provision of the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms provisions of the IndentureIndenture shall govern and be controlling.

Indenture. The Company issued the Notes Securities under an Indenture dated as of March 15June 7, 2006 2016 (the “Base Indenture”)as such may be amended or supplemented from time to time, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary 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. 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 Securities are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms those terms. To the extent any provision of this Security conflicts with express provisions of the Indenture, the provisions of the Indenture shall govern and provisionsbe controlling. The Notes Securities are senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 4.03 of the Company if it determines Indenture, to reopen the Series of issue Additional Securities of which this Note is a part and sell additional Securities (subject pursuant to Section 2.01 2.13 of the First Supplemental Indenture). The Initial Securities issued on the Issue Date, any Additional Securities and all Exchange 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, among other things, limit the ability of the Company and its Restricted Subsidiaries to: incur additional Indebtedness, among other things, make certain Investments and other Restricted Payments, including Guarantees; pay dividends and other distributionsor distributions on, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain redeem or repurchase Capital Stock; make Investments; engage in transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations Affiliates; create Liens on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; restrict dividends or other payments by Subsidiaries; and consolidate, merge or transfer all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture assets and the Notes when assets of its Subsidiaries. These covenants are subject to important exceptions and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the Indenturequalifications.

Indenture. The Company issued the Notes under an Indenture dated the Indenture. This Note is one of a duly authorized issue of Notes of the Company designated as of March 15, 2006 its ____% Senior Subordinated Notes due 2008 issued on the Issue Date (the “Base Indenture”"Initial Notes"), limited (except as amended otherwise provided in the Indenture) in aggregate principal amount to $225,000,000 which may be issued under the Indenture. The Notes include the Initial Notes, the Private Exchange Notes and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”Unrestricted Notes, as amended and supplemented by defined below, issued in exchange for the First Supplemental Initial Notes pursuant to the Registration Rights Agreement or, with respect to Initial Notes issued after the Issue Date pursuant to Section 2.02 of the Indenture, being referred a registration rights agreement substantially identical to herein as the “Indenture”), among the CompanyRegistration Rights Agreement. The Initial Notes, the Subsidiary Guarantors Private Exchange Notes and the TrusteeUnrestricted 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. xx.xx. U.S. Code Sections 77aaa-77bbbb) (the "TIA"), 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 Notwithstanding anything to the contrary herein, the Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) of Notes are referred to the Indenture and the TIA for a statement of such terms and provisionsterms. The Notes are senior subordinated general unsecured obligations of the Company limited initially to $400,000,000 aggregate principal amount, which amount may be increased at the option of the Company if it determines to reopen the Series of Securities of which this Company. Payment on each Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property. To guarantee the due and punctual payment of the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis by the Subsidiary Guarantors pursuant to the terms Article 11 of the Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions of the Indenture, as the same may be amended from time to time in accordance with its terms.

Indenture. The Company issued the Notes under an Indenture dated as of March 15September 17, 2006 2009 (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among ) between the Company, the Subsidiary Guarantors Company and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to sections of the Trust Indenture Act of 1939 (15 U.S.C. xx.xx. 77aaa-77bbbb“TIA”) 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisionsthem. The Notes are secured senior subordinated unsecured obligations of the Company. The Company limited initially shall be entitled, subject to $400,000,000 aggregate principal amount, which amount may be increased at the option its compliance with Section 4.06 of the Company if it determines Indenture, to reopen issue Additional Notes pursuant to the Series of Securities of which this Note is Indenture. The Initial Notes issued on the Original Issue Date, any Additional Notes and all Exchange Notes or Private Exchange Notes issued in exchange therefor will be treated as a part and sell additional Securities (subject to Section 2.01 of single class for all purposes under the First Supplemental Indenture). The Indenture imposes certain limitations on contains covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, subsidiaries to incur additional indebtedness; pay dividends and other distributionsor distributions on, incur Indebtednessor redeem or repurchase, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain capital stock; engage in transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations affiliates; create liens on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person or convey, assets; transfer or lease sell assets; guarantee indebtedness; restrict dividends or other payments of subsidiaries; and consolidate, merge or transfer all or substantially all of its propertyassets and the assets of its subsidiaries. To guarantee the due These covenants are subject to important exceptions and punctual payment of the principal and interest, if any, qualifications. Beginning on the Notes and all other amounts payable Refinancing Completion date, this Note will be guaranteed by the Company under the Indenture and the Notes when and Guarantors as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and set forth in the Indenture, the Subsidiary Guarantors have, jointly . The Company will furnish to any Holder upon written request and severally, unconditionally guaranteed the Guaranteed Obligations on without charge a senior subordinated basis pursuant to the terms copy of the Indenture. Requests may be made to: Standard Pacific Escrow LLC., 00 Xxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, Attention: Secretary.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15October 23, 2006 2009 (the “Base Indenture”), ) (as amended and supplemented by the First Supplemental Indenture dated as of March 15May 14, 2006 (2010, the “First Second Supplemental Indenture”Indenture dated as of October 23, 2010 and the Third Supplemental Indenture dated as amended of April 19, 2011 and supplemented by as may be further amended, supplemented, waived or otherwise modified from time to time in accordance with the First Supplemental Indentureterms thereof, being referred to herein as the “Indenture”), among the Company, the Subsidiary 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 Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended or supplemented from time to time. The Notes are senior subordinated general unsecured obligations of the Company limited initially to of which $400,000,000 55,000,000 in aggregate principal amountamount will be issued on April 19, which 2011 as Additional Notes, in addition to the $225,000,000 in aggregate principal amount may be increased at issued on October 23, 2009 and the option $65,000,000 in aggregate principal amount issued on May 14, 2010. Subject to the conditions set forth in the Indenture and without the consent of the Holders, the Company if it determines to reopen may issue Additional Notes. All Notes will be treated as a single class of securities under the Series of Securities of which this Note is a part and sell additional Securities (subject to Section 2.01 of the First Supplemental Indenture). The Indenture imposes certain limitations on on, among other things, the ability of the Company and its Restricted Subsidiaries to, among other things: Incur Indebtedness, make certain Investments and other Restricted Payments, pay dividends and other distributionscreate Liens, incur Indebtednessmake Asset Sales, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted designate Unrestricted Subsidiaries, enter into or permit certain transactions with Affiliates Affiliates, enter into Sale and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to Leaseback Transactions, or consolidate or merge with or into any other Person or convey, transfer or lease convey all or substantially all of the Company’s and its propertyRestricted Subsidiaries’ assets. To guarantee the due and punctual payment of the principal of, premium and interest, if any, interest on the Notes and all other amounts payable by the 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 Accent Marketing Services, LLC, Xxxxxx Xxxxxx Canada Inc., Computer Composition of Canada Inc., MDC/CPB Holdings Inc., Xxxxxxx Xxxxxx & Bogusky LLC, Xxxxxxx Xxxxxx + Bogusky Canada Inc., Dotglu LLC, Hello Acquisition Inc., KBP Holdings LLC, Xxxxxxxxxxx Bond Xxxxxxx & Partners LLC, Maxxcom (USA) Holdings Inc., Maxxcom Inc. (US), MDC Acquisition Inc., MDC Corporate (US) Inc., MDC/KBP Acquisition Inc., MF+P Acquisition Co., TargetCom LLC, TC Acquisition Inc., Xxxxxxxx Xxxx Xxxxxxxxx, Inc. and ZG Acquisition Inc. have unconditionally guaranteed (and each future Wholly Owned Subsidiary Guarantors havewill unconditionally guarantee), jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated 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 this Indenture, result in the obligations of such Note Guarantor under its Note Guarantee not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under federal or state law or the law of the jurisdiction of formation or incorporation of such Note Guarantor.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15[—], 2006 2013 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture [and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA]. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior subordinated unsecured obligations of the Company limited initially and have the benefit of an irrevocable and unconditional guarantee of the Guarantor. Subject to $400,000,000 aggregate principal amountthe conditions set forth in the Indenture and without the consent of the Holders, which amount the Company may issue Add On Notes. All Notes of this series will be increased at treated as a single class of securities under the option Indenture. The Indenture contains certain covenants with respect to, among other things, (i) the requirement of the Company if it determines and the Guarantor to reopen offer to repurchase the Series Notes upon a Change of Securities of which this Note is a part and sell additional Securities Control Triggering Event, (subject to Section 2.01 ii) the ability of the First Supplemental Indenture). The Indenture imposes certain Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness and (iii) limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company’s or the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor’s respective assets unless certain conditions are satisfied.

Indenture. The Company issued the Notes under an Indenture Indenture, dated as of March 15[•], 2006 2010 (as it may be amended or supplemented from time to time in accordance with the “Base Indenture”)terms thereof, as amended and supplemented by the First Supplemental Indenture dated as of March 15, 2006 (the “First Supplemental Indenture”, as amended and supplemented by the First Supplemental Indenture, being referred to herein as the “Indenture”), among the Company, the Subsidiary Guarantors Guarantor and the Trustee. In the event of an inconsistency between the terms of the Notes set forth herein and other terms of the Indenture, the terms set forth in any part of the Indenture other than in Exhibit A thereto shall govern. The terms of the Notes include those stated in the Indenture [and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. xx.xxTIA]. 77aaa-77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and Capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all terms and provisions of the Indenturesuch terms, and Holders (as defined in the Indenture) are referred to the Indenture and the TIA for a statement of such those terms. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisionsprovisions of the Indenture, as amended from time to time. The Notes are general senior subordinated unsecured obligations of the Company limited initially and have the benefit of an irrevocable and unconditional guarantee of the Guarantor. Subject to $400,000,000 aggregate principal amountthe conditions set forth in the Indenture and without the consent of the Holders, which amount the Company may issue Add On Notes. All Notes of this series will be increased at treated as a single class of securities under the option Indenture. The Indenture contains certain covenants with respect to, among other things, (i) the requirement of the Company if it determines and the Guarantor to reopen offer to repurchase the Series Notes upon a Change of Securities of which this Note is a part and sell additional Securities Control Triggering Event, (subject to Section 2.01 ii) the ability of the First Supplemental Indenture). The Indenture imposes certain Company, the Guarantor and its Principal Subsidiaries to create Liens to secure Relevant Indebtedness and (iii) limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates and make Asset Dispositions. The Indenture also imposes limitations on the ability of the Company and each Subsidiary Guarantor to consolidate or merge with or into any other Person transfer, lease or convey, transfer or lease convey all or substantially all of its property. To guarantee the due and punctual payment of Company’s or the principal and interest, if any, on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Subsidiary Guarantors have, jointly and severally, unconditionally guaranteed the Guaranteed Obligations on a senior subordinated basis pursuant to the terms of the IndentureGuarantor’s respective assets unless certain conditions are satisfied.