Common use of ABOVE IS CHECKED Clause in Contracts

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount in Principal Amount this Global Security authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or signatory of this Global of this Global following such of Trustee or Security Security decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [] CHANGE OF CONTROL [] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: _____________________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ CUSIP No. ______ ISIN No.__ TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of Exchange Dollars] [listed on the Schedule of Increases or Decreases in Global Security Security increase Custodianattached hereto](2) on February 15, 2013. Interest Payment Dates: February 15 and August 15. Record Dates: February 1 and August 1. --------------------------------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount in Principal Amount this Global Security authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or signatory of this Global of this Global following such of Trustee or Security Security decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [] CHANGE OF CONTROL [] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: ___________________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:___________________________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 11% Senior Subordinated Note due 2013 CUSIP No. ______ ISIN No. _____ TRW AUTOMOTIVE ACQUISITION CORP., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of Exchange Dollars] [listed on the Schedule of Increases or Decreases in Global Security Security increase Custodianattached hereto](2) on February 15, 2013. Interest Payment Dates: February 15 and August 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF SCHEDULE OF EXCHANGES OF 11 1/4% SENIOR NOTES The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (4or Increase) ABOVE IS CHECKED Signature of Authorized Officer of Trustee or Note Custodian The undersigned represents Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of October 10, 2012, by and warrants among Ryerson Inc. (“Ryerson”), Xxxxxx X. Xxxxxxx & Son, Inc. (together with Ryerson, the “Issuers”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuers under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuers, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuers to the Holders or the Trustee all in accordance with the terms set forth in Article XII of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuers’ obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectibility. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: (SEAL) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association, as Trustee Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Ryerson Account Manager Re: Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. 11 1/4% Senior Note due 2018 CUSIP # Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases a participant in this Global Security have a recognized signature guarantee medallion program) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association, as Trustee Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Ryerson Account Manager Re: Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. 11 1/4% Senior Note due 2018 CUSIP # Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been made: Principal amount Signature effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (4or Increase) ABOVE IS CHECKED Signature of Authorized Officer of Trustee or Note Custodian The undersigned represents Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of October 10, 2012, by and warrants among Ryerson Inc. (“Ryerson”), Xxxxxx X. Xxxxxxx & Son, Inc. (the “Co-Issuer” and, together with Ryerson, the “Issuers”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuers under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, 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 XII of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuers’ obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: (SEAL) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Ryerson Account Manager Re: Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. 9% Senior Secured Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases a participant in this Global Security have a recognized signature guarantee medallion program) Ryerson Inc. Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx Xxxxxxxxx, Controller and Chief Accounting Officer Xxxxx Fargo Bank, National Association Corporate Trust Services MAC N9311-110 000 Xxxxxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Ryerson Account Manager Re: Ryerson Inc. and Xxxxxx X. Xxxxxxx & Son, Inc. Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been made: Principal amount Signature effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ___________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Date of Principal Amount of this Principal Amount of of this Global authorized decrease in increase in Security officer following signatory of Principal amount Principal amount following such Trustee or of this Exchange Global of this Security Global Security such decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION - CHANGE OF CONTROL - IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ CUSIP No. ______ ISIN No.__ DEX MEDIA WEST LLC, a Delaware limited liability company and DEX MEDIA WEST FINANCE CO., a Delaware corporation promise to pay to Cede & Co., or registered assigns, the principal sum [of Exchange Dollars] [listed on the Schedule of Increases or Decreases in Global Security Security increase Custodianattached hereto](2) on August 15, 2003. Interest Payment Dates: February 15 and August 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF The following exchanges of a part of this Global Note for other 7.25% Senior Notes have been made: Each Guarantor listed below (4hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of April 13, 2010, by and among ManTech International Corporation (“ManTech”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) ABOVE IS CHECKED and any additional Guarantors) has guaranteed the 7.25% Senior Notes due 2018 (the “Notes”) and the obligations of ManTech under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of ManTech, whether at Stated Maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, 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 X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The undersigned represents obligations of each Guarantor to the Holders and warrants to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of ManTech’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: ManTech International Corporation 00000 Xxx Xxxxxxx Highway Fairfax, Virginia 22033 Attention: Xxxxxxx X. Xxxxxx The Bank of New York Mellon Trust, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxxxx Xxxxxxxx Re: ManTech International Corporation 7.25% Senior Notes due 2018 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and ManTech International Corporation are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY a participant in a recognized signature guarantee medallion program) ManTech International Corporation 00000 Xxx Xxxxxxx Highway Fairfax, Virginia 22033 Attention: Xxxxxxx X. Xxxxxx The following increases or decreases Bank of New York Mellon Trust, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxx, 0xx Xxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxxxxxx Xxxxxxxx Re: ManTech International Corporation 7.25% Senior Notes due 2018 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in this Global Security have been made: Principal amount Signature accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ____________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global authorized decrease in increase in Security officer following signatory of Principal amount Principal amount following such Trustee or Global Security Global Security such decrease or increase Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE[ ]CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:__________________________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE 106 EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] No. $__________ 8 5/8% Senior Subordinated Note due 2007, Series C CUSIP No. ______ ARGO-TECH CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto]1/ on October 1, 2007. Interest Payment Dates: April 1 and October 1. Record Dates: March 15 and September 15. -------- 1 Use the Schedule of Increases and Decreases language if Note is in Global Form. 107 Additional provisions of this Global Security are set forth on the other side of this Global decrease or Securities Date of Exchange Security Security increase CustodianSecurity.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any or such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and that each is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it each is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ NOTICEIf you wish to have this Note purchased by the Issuer pursuant to Section 10.10 or 10.17 of the Indenture, check the Box: To [ ] If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 10.10 or 10.17 of the Indenture, state the amount (in original principal amount) below: $ . Date: Signature Guarantee*: * Guarantor must be executed a member of the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange Medallion Signature Program (“MSP”) or the Stock Exchange Medallion Program (“SEMP”) DTC Participant Number: FIRST AMENDMENT (this “First Amendment”) to the INTERCREDITOR AGREEMENT, dated as of February 26, 2007 (as amended through the date hereof, the “Intercreditor Agreement”), by an executive officer TO BE COMPLETE BY PURCHASER IF and among PRIMUS TELECOMMUNICATIONS HOLDING, INC., a Delaware corporation (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" the “Company”), PRIMUS TELECOMMUNICATIONS GROUP, INCORPORATED (the “Parent”), PRIMUS TELECOMMUNICATIONS IHC, INC., a Delaware corporation (the “Notes Issuer”), THE BANK OF NEW YORK MELLON (as successor to XXXXXX COMMERCIAL PAPER INC., in its capacity as administrative agent for the First Lien Obligations (as defined in Rule 501(athe Intercreditor Agreement)) (1in such capacity, the “First Lien Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations (2as defined in the Intercreditor Agreement) (in such capacity, the “Second Lien Collateral Agent”), is dated as of the First Amendment Effective Date (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment defined below). Unless otherwise noted herein, terms defined in the Securities, Intercreditor Agreement and it and any accounts for which it is acting are each able used herein shall have the meanings given to bear them in the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianIntercreditor Agreement.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in exchanges of a part of this Global Security Note for other 71/2% Senior Notes have been made: Principal amount Signature of Amount Amount of Amount of of this Global authorized decrease Note Signature of Decrease in increase Increase in Security officer Following Such Authorized Officer Principal Amount Principal Amount Decrease (or of Principal amount Principal amount following such Trustee or Note Date of Exchange of this Global Note of this Global decrease Note Increase) Custodian Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of September 30, 2009, by and among Spirit AeroSystems, Inc. (“Spirit”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the 71/2% Senior Notes due 2017 (the “Notes”) and the obligations of Spirit under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Spirit, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture as and to the extent such Holder or the Trustee is entitled to reimbursement from the Issuer under the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No director, officer, employee, stockholder, general or limited partner or incorporator past, present or future, of any Guarantor, as such or in such capacity, shall have any personal liability for any obligations under this Note Guarantee by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of the Notes and the Trustee waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Note Guarantee. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of Spirit’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. To the extent the provisions of this Note Guarantee are inconsistent with the provisions of the Indenture, the Indenture shall govern. This Note Guarantee is subject to all such terms, and Holders and the Trustee are referred to the Indenture for a statement of such terms. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: Spirit AeroSystems, Inc. 0000 Xxxxx Xxxxxx Xxxxxxxx, KS 67210 Facsimile: (000) 000-0000 Attention: Office of the General Counsel The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. XxXxxxx Re: Spirit AeroSystems, Inc. 71/2% Senior Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Date Act of Exchange Security Security increase Custodian1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and Spirit AeroSystems, Inc. are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Spirit AeroSystems, Inc. 0000 Xxxxx Xxxxxx Xxxxxxxx, KS 67210 Facsimile: (000) 000-0000 Attention: Office of the General Counsel The Bank of New York Mellon Trust Company, N.A. Corporate Trust Division 0 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Xxxxxx X. XxXxxxx Re: Spirit AeroSystems, Inc. 71/2 % Senior Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. _______________________________________ Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of decrease in Amount of increase in Principal Amount of this Global Signature of authorized decrease in increase in Date Principal Amount of this Principal Amount of this Security officer of Principal amount Principal amount following such signatory of Trustee or of this Exchange Global of this Security Global Security decrease or increase or Securities Date Custodian ----------- ----------------------- ------------------------ ------------------------------- ----------------------- EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Depository Legend, if applicable] No. ____ Principal Amount $____________, as revised by the Schedule of Exchange Increases and Decreases in Global Security Security increase Custodianattached hereto CUSIP NO. _____________ ISIN: _____________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ________________________________ Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Amount of this Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer signatory of Principal amount Principal amount following such Trustee or Amount of this Global Amount of this Global decrease or Securities Date of Exchange Global Security Global Security increase CustodianCustodian ---- --------------- --------------- -------- --------- FORM OF CONVERSION NOTICE To: L-1 Identity Solutions, Inc. The undersigned registered Holder of this Security hereby exercises the option to convert this Security, or portion hereof (which is $1,000 principal amount or a multiple thereof) designated below in accordance with the terms of the Indenture referred to in this Security, and directs that cash, and the shares of Common Stock of L-1 Identity Solutions, Inc., if any, issuable and deliverable upon such exchange, and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If cash, shares or any portion of this Security not converted are to be issued in the name of a Person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto. This notice shall be deemed to be an irrevocable exercise of the option to exchange this Security. Dated: _______________________________________________ _______________________________________________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF † Participant in a recognized Signature Guarantee Medallion Program (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1or other signature guarantor acceptable to the Trustee), (2), (3) or (7) . Option of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as Holder to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able Elect Purchase If you want to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities elect to have this Note purchased by it for its account the Issuer pursuant to Section 1007 or for one Section 1012 of the Indenture, check the appropriate box below: ☐ Section 1007 ☐ Section 1012 If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 1007 or more accounts Section 1012 of the Indenture, state the amount you elect to have purchased: $____________ Date: ____________ Your Signature: (each Sign exactly as your name appears on the face of which is an institutional "accredited investor"this Note) as Tax Identification No.: Signature Guarantee:* * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to each of which it exercises sole investment discretionthe Trustee). Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN THE GLOBAL SECURITY NOTE* The following increases or decreases in exchanges of a part of this Global Security Note for other Notes have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Note Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Note Principal Amount of this Global Note following such decrease (or Securities Date increase) Signature of Exchange Security Security increase Custodianauthorized signatory of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. This Supplemental indenture (this “Supplemental Indenture”), dated as of , 20 , is among [Name of Future Subsidiary Guarantor] (the “New Subsidiary Guarantor”), a subsidiary of Wxxxxxxxxxx International plc, an Irish public limited company [or its permitted successor] (the “Parent Guarantor”), Wxxxxxxxxxx International, LLC, a Delaware limited liability company (“Weatherford Delaware”), Wxxxxxxxxxx International Ltd., a Bermuda exempted company (the “Issuer”), the Parent Guarantor and Wilmington Trust, National Association, as trustee under the Indenture referred to herein (in such capacity, the “Trustee”) and as Collateral Agent (in such capacity, the “Collateral Agent”). The New Subsidiary Guarantor and the existing Subsidiary Guarantors are sometimes referred to collectively herein as the “Subsidiary Guarantors,” or individually as a “Subsidiary Guarantor.”

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal Amount of Signature of Exchange in Principal Amount in Principal Amount this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global Security following signatory of Security Security such decrease or Trustee or increase Securities Date Custodian _______ ______________ __________ ____________ ______________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of Exchange Security Security increase Custodianthe Indenture, check either box: ----------- --- [_] [_]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ __________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF officer, general partner, trustee or similar representative. For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in U.S. dollars of principal of and interest on this Security in the amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (4as defined below) ABOVE IS CHECKED or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The undersigned represents validity and warrants enforceability of any Guarantee shall not be affected by the fact that it is an institutional "accredited investor" (as not affixed to any particular Security. Capitalized terms used but not defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under herein shall have the Securities Act) and has such knowledge and experience in financial and business matters as meanings ascribed to be capable of evaluating the merits and risks of its investment them in the SecuritiesIndenture relating to the 5.375% Senior Notes Due 2014 (the "Indenture") dated as of December 14, 2004 among AMVESCAP PLC, the Guarantors and it and any accounts for which it is acting are each able to bear the economic risk of its or their investmentSunTrust Bank, as trustee (the case may be"Trustee"). It The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is acquiring hereby made to the Securities purchased Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. This Guarantee shall be governed by it for its account or for one or more accounts (each and construed in accordance with the laws of which the state of New York. This Guarantee is an institutional "accredited investor") as subject to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases release upon the terms set forth in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of Amount of Principal Signature of this Global authorized Exchange decrease in increase in amount of this authorized Principal Principal Global signatory of Amount of this Amount of this Security officer of Principal amount Principal amount Trustee or Global Global following such Trustee or of this Global of this Global Securities Security Security decrease or Securities Date Custodian increase OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, CHECK THE BOX: / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture") dated as of Exchange Security Security increase Custodian, among [SUBSIDIARY GUARANTOR] (the "New Subsidiary Guarantor"), a subsidiary of Forest Oil Corporation (or its successor), a Delaware corporation (the "Company"), CANADIAN FOREST OIL LTD., an Alberta corporation (the "Issuer"), FOREST OIL CORPORATION, on behalf of itself and the Subsidiary Guarantors (the "Existing Subsidiary Guarantors") under the Indenture referred to below, and STATE STREET BANK AND TRUST COMPANY, as trustee under the indenture referred to below (the "Trustee").

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ Signed: NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF officer. If you want to convert this Security into Common Stock of the Company, check the box: ¨ To convert only part of this Security, state the principal amount to be converted (4which must be $1,000 or a multiple of $1,000): $ If you want the stock certificate, if any, made out in another person’s name, fill in the form below: Date: Signed: (Sign exactly as your name appears on the other side of this Security) ABOVE IS CHECKED The undersigned represents and warrants that it Signature Guarantee: Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. , Xxxxx Fargo Bank, National Association 000 Xxxxxxxx Xxxx., 00xx Floor Los Angeles, CA 90017 Attention: Corporate Trust Department Re: Concur Technologies, Inc. (the “Company”) 0.50% Convertible Senior Notes due 2018 This is an institutional "accredited investor" (a Fundamental Change Purchase Notice as defined in Rule 501(aSection 6.01(a)(i) of the Indenture dated as of June 4, 2013 (1the “Indenture”) between the Company and Xxxxx Fargo Bank, National Association, as Trustee. Terms used but not defined herein shall have the meanings ascribed to them in the Indenture. Certificate No(s). of Securities: I intend to deliver the following aggregate principal amount of Securities for purchase by the Company pursuant to Section 6.01 of the Indenture (in multiples of $1,000): $ I hereby agree that the Securities will be purchased as of the Fundamental Change Purchase Date pursuant to the terms and conditions thereof and of the Indenture. Date: Signed: (Sign exactly as your name appears on the other side of this Security) Signature Guarantee: Note: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (2), (3“STAMP”) or (7) of Regulation D under such other “signature guarantee program” as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Act) and has such knowledge and experience in financial and business matters as to be capable Exchange Act of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment1934, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianamended.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ---------------- ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal in Principal Amount this Global Security authorized signatory Amount of this of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such of Trustee or of this Global of this Global Security Security decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE 133 EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 134 2 No. $__________ 12-_% Senior Subordinated Note due 2009 CUSIP No. ______ [ISIN No._] DJ ORTHOPEDICS, LLC, a Delaware limited liability company, and DJ ORTHOPEDICS CAPITAL CORPORATION, a Delaware corporation, promise to pay to Cede & Co., or registered assigns, the principal sum [of Exchange Dollars] [listed on the Schedule of Increases or Decreases in Global Security Security increase Custodianattached hereto](2) on June 15, 2009. Interest Payment Dates: June 15 and December 15. Record Dates: June 1 and December 1.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an Date:_____________________________ _______________________________________________________________________________ [Signature of executive officer TO BE COMPLETE BY PURCHASER IF of purchaser] Name:___________________________________________________________________________ Title:___________________________________________________________________________ Each of the undersigned (4the “Guarantors”) ABOVE IS CHECKED The undersigned represents hereby jointly and warrants that it is an institutional "accredited investor" severally unconditionally guarantees, to the extent set forth in the Note Exchange and Debenture Agreement dated as of March 20, 2008 by and among WOLVERINE TUBE, INC., as issuer, the GUARANTORS, as guarantors, and PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED, as Initial Purchaser (as defined in Rule 501(a) (1amended, restated or supplemented from time to time, the “Exchange Agreement”), (2)and subject to the provisions of the Exchange Agreement, (3a) or (7) the due and punctual payment of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securitiesprincipal of, and it premium, if any, and any accounts for which it is acting are each able to bear interest on the economic risk of its or their investmentNotes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Purchasers, all in accordance with the terms set forth in Article 8 of the Exchange Agreement, and (b) in case may beof any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. It The obligations of the Guarantors to the Purchasers pursuant to this Guarantee and the Exchange Agreement are expressly set forth in Article 8 of the Exchange Agreement and reference is acquiring hereby made to the Securities purchased by it Exchange Agreement for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of the precise terms and limitations of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianGuarantee.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Debenture for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ __________________________ _____________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED officer] NOTICE OF CONVERSION To: Big Flower Holdings, Inc. The undersigned represents owner of this Debenture hereby irrevocably exercises the option to convert this Debenture, or the portion below designated, into Common Stock of BIG FLOWER HOLDINGS, INC. in accordance with the terms of the Indenture referred to in this Debenture, and warrants directs that it is an institutional "accredited investor" (as defined the shares issuable and deliverable upon conversion, together with any check in Rule 501(a) (1)payment for fractional shares, (2)be issued in the name of and delivered to the undersigned, (3) or (7) of Regulation D under unless a different name has been indicated in the Securities Act) and has such knowledge and experience in financial and business matters as assignment below. If shares are to be capable issued in the name of evaluating a person other than the merits and risks undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Any Holder, upon the exercise of its investment conversion rights in accordance with the Securitiesterms of the Indenture and the Debenture, agrees to be bound by the terms of the Registration Rights Agreement relating to the Common Stock issuable upon conversion of the Debenture. Date: ____________, ____ in whole __ Portions of Debenture to be in part __ converted ($50 or integral multiples thereof): $_________________________ __________________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and it and any accounts for which it is acting are each able to bear the economic risk of its Social Security or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Other Identifying Number __________________________________________ __________________________________________ __________________________________________ Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianGuarantee:* ________________________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Holdings as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ------------------------- ------------------------------- NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY HOLDINGS PURSUANT TO SECTION 4.09 (CHANGE OF CONTROL) OR SECTION 4.10 (APPLICATION OF EXCESS PROCEEDS FROM SALE OF ASSETS) OF THE INDENTURE, CHECK THE BOX: [ ] LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK CHANGE OF CONTROL IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY HOLDINGS PURSUANT TO SECTION 4.09 OR 4.10 OF THE INDENTURE, STATE THE PRINCIPAL AMOUNT AT MATURITY ($1,000 OR A MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: _____________________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE) SIGNATURE GUARANTEE:________________________________________________________ SIGNATURE MUST BE COMPLETE GUARANTEED BY PURCHASER IF A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B FORM OF FACE OF EXCHANGE NOTE [1] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1DTC"), NEW YORK, NEW YORK, TO HOLDINGS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (2AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), (ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL EXCHANGE NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL EXCHANGE NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. This debt instrument has been issued with original issue discount. The following information is provided pursuant to Treas. Reg. Section 1.1275-3) or (7) : Issue Price: $892.70 Issue Date: September 20, 2000 Amount of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as Original Issue Discount: $2,124.84 Yield to Maturity: 17.25% --------------------------- 1 This form is also to be capable used for PIK Notes issued in payment of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beinterest on Exchange Notes. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretionNo. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodian$__________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE---------------------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $______________. The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of amount of this Global authorized decrease in increase in Global Security officer of Principal amount Principal amount principal principal following such Trustee or Date of amount of this Global amount of this Global decrease or Securities Date Exchange Global Security Global Security increase) Custodian -------- --------------- --------------- --------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Exchange Control) of the Indenture, check the box: [_] If you want to elect to have only part of this Security Security increase Custodianpurchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, state the amount in principal amount: ($1,000 or an integral multiple thereof): $[____] Dated: Your Signature: --------------- ------------------------ (Sign exactly as your name appears on the other side of this Security.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: 7 Should be included only in Notes issued in global form. For value received, the undersigned represents hereby unconditionally guarantees, on a senior unsecured basis, to the Holder of this Note the cash payments in United States dollars of principal of, premium, if any, and warrants interest on this Note in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or performance of all other Obligations of the Issuers under the Indenture or this Note, to the Holder of this Note and the Trustee, in accordance with the Note, Article 10 of the Indenture and this Note Guarantee, including the terms stated in the Note, the Indenture and this Note Guarantee. The validity and enforceability of this Note Guarantee shall not be affected by the fact that it is an institutional "accredited investor" not affixed to any particular Note. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture dated as of [ ], 2009 among CCH II, LLC, a Delaware limited liability company, CCH II Capital Corp., a Delaware corporation, the undersigned, and The Bank of New York Mellon Trust Company, NA, as trustee (as defined amended or supplemented, the “Indenture”). THIS NOTE GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. The undersigned hereby agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Note Guarantee. This Note Guarantee is subject to release upon the terms set forth in the Indenture. [ ] By: Name: Title: CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: Chief Financial Officer The Bank of New York Mellon Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”) [ ]% Senior Notes due 2016 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 501(a144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and the Issuers are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, By: ------------------ ------------------------------ NOTICEAuthorized Signature CCH II, LLC CCH II Capital Corp. c/o Charter Communications, Inc. 10000 Xxxxxxxxxxx Xxxxx, Xxxxx 000 Xx. Xxxxx, Xxxxxxxx 00000 Attention: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY Chief Financial Officer The following increases or decreases Bank of New York Mellon Trust Company, NA 2 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Department Re: CCH II, LLC and CCH II Capital Corp. (the “Issuers”) 13.50% Senior Notes due 2016 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $___aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in this Global Security have been made: Principal amount Signature accordance with Regulation S under the United States Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF The following exchanges of a part of this Global Note for other 10.75% Senior Notes have been made: Each Guarantor listed below (4hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of July 9, 2009, by and among Toys “R” Us Property Company I , LLC (“the Company”), the Guarantors party thereto, Toys “R” Us, Inc. and the Trustee (as amended and supplemented from time to time, the “Indenture”) ABOVE IS CHECKED and any additional Guarantors) has guaranteed the 10.75% Senior Notes due 2017 (the “Notes”) and the obligations of the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture, all in accordance with the terms set forth in Article X of the Indenture. The undersigned represents obligations of each Guarantor to the Holders and warrants to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: Toys “R” Us Property Company I , LLC Xxx Xxxxxxxx Xxx Wayne, NJ 07470 Attention: Chief Financial Officer and General Counsel The Bank of New York Mellon Corporate Finance Xxxx 000 Xxxxxxx Xxxxxx, Floor 8W New York, New York 10286 Attention: Toys “R” Us Property - Trustee Re: Toys “R” Us Property Company I , LLC 10.75% Senior Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and Toys “R” Us Property Company I , LLC are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY a participant in a recognized signature guarantee medallion program) Toys “R” Us Property Company I , LLC Xxx Xxxxxxxx Xxx Wayne, NJ 07470 Attention: Chief Financial Officer and General Counsel The following increases or decreases Bank of New York Mellon Corporate Finance Xxxx 000 Xxxxxxx Xxxxxx, Floor 8W New York, New York 10286 Attention: Toys “R” Us Property - Trustee Re: Toys “R” Us Property Company I , LLC 10.75% Senior Notes due 2017 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in this Global Security have been made: Principal amount Signature accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[_________]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of Amount of of this Global authorized Principal Signature Exchange decrease in increase in Security officer amount of of Principal amount Principal amount following such Trustee or of this Global authorized Amount of Amount of Security signatory this Global this Global following of Trustee Security Security such or decrease or Securities increase Custodian EXHIBIT A-2 [FORM OF FACE OF SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [Definitive Securities Legend] [IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.] HQI TRANSELEC CHILE S.A. [ ]% Notes due [ ] Registered $[ ] No. R-[ ] CUSIP [ ] HQI Transelec Chile S.A., a Chilean stock company ("sociedad anonima abierta") duly organized and existing under the laws of the Chile (herein called the "Company", which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in the Borough of Manhattan, The City of New York, on [ , ] by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on [interest payment date] and [interest payment date] of each year, commencing on [first interest payment date], at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from the [interest payment date] or [interest payment date], as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from [ , ] (the "original issue date"), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, [other than in the case of interest due on [the first interest payment date],] if the date hereof is after the [record date] or [record date] and before the next succeeding [interest payment date] or [interest payment date], this Note shall bear interest from such [interest payment date] or [interest payment date], as the case may be; provided, however, that if the Company shall default in the payment of interest due on such [interest payment date] or [interest payment date], then this Note shall bear interest from the next preceding [interest payment date] or [interest payment date] to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any [interest payment date] or [interest payment date] will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding [record date] or [record date], as the case may be (herein called the "Regular Record Date"), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by check mailed to the registered address of such Person. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of Exchange Security Security increase Custodianbusiness on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. [Interest shall be computed on the basis of a 360-day year of twelve 30-day months.] All payments of or in respect of principal and interest in respect of this Note shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges (or interest on any of the foregoing) of whatsoever nature imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax, unless such withholding or deduction is required by law. In that event, the Company shall pay such additional amounts ("Additional Amounts") as may be necessary to ensure that the amounts received by the Holders hereof after such withholding or deduction shall equal the respective amounts of principal and interest that would have been receivable in respect of this Note in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in The City of New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holder by the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) held by a Holder or on behalf of a beneficial owner of this Note who is liable for taxes, penalties, fines, duties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with the Republic of Chile (or any political subdivision or governmental authority thereof or therein), other than the mere holding of this Note or the receipt of principal or interest in respect hereof; or (iii) any combination of (i) and (ii). All references to principal, interest and other amounts payable hereunder shall be deemed to include references to any Additional Amounts which may be payable as set forth in the Indenture or in this Note.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY :] The following increases or decreases in this Global Security have been made: Principal amount Signature Date of increase/ decrease Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Date Custodian If you elect to have this Security purchased by the Company pursuant to Section 3.5 or 3.9 of Exchange the Indenture, check either box: ☐ 3.5 ☐ 3.9 If you want to elect to have only part of this Security purchased by the Company pursuant to Section 3.5 or Section 3.9 of the Indenture, state the amount in principal amount (must be in denominations of $2,000 or an integral multiple of $1,000 in excess thereof): $____________________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized denomination) of the Securities to be issued to the Holder for the portion of the within Security increase Custodiannot being repurchased (in the absence of any such specification, one such Security will be issued for the portion not being repurchased): $ _________________. Date:____________________ Your Signature:___________________ (Sign exactly as your name appears on the other side of the Security) Signature Guarantee (Signature must be guaranteed) The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15. This Supplemental Indenture, dated as of [ ], 20 (this “Supplemental Indenture” or “Subsidiary Guarantee”), is among [name of future Subsidiary Guarantor] (the “Subsidiary Guarantor”), CONSOL Mining Corporation (together with its successors and assigns, the “Company”), each other then existing Subsidiary Guarantor under the Indenture referred to below, and UMB Bank, N.A., as Trustee (in such capacity, the “Trustee”) and Collateral Trustee (in such capacity, the “Collateral Trustee”) under the Indenture referred to below.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this certificated Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ :___________________ _____________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF Signature Guarantee: (4Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer __________________________________________________________________ [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Amount of this Global Date of Amount of decrease in Principal Amount of increase in Principal Security following such Exchange Amount of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security decrease or increase ________ _______________________________ _______________________________ _______________________________ Signature of authorized officer Date of of Trustee or Securities Exchange Custodian ________ _______________________________ EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] 21ST CENTURY INSURANCE GROUP 5.90% SENIOR NOTES DUE 2013 No. __ Principal Amount $______________, (subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Security attached hereto) CUSIP NO. _________ ISIN NO. __________ 21st Century Insurance Group, a Delaware corporation, for value received, promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars on 15, 2013. Interest Payment Dates: June 15 and December 15 of each year, commencing on June 15, 2004 [first interest payment date relating to any Additional Securities]. Record Dates: June 1 and December 1 of each year. Additional provisions of this Global decrease or Security are set forth on the other side of this Security. 21st CENTURY INSURANCE GROUP By ----------------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities Date referred to in the within-mentioned Indenture. The Bank of Exchange Security Security increase CustodianNew York, By_____________________________ Authorized Officer Dated:________ ___, 20___ [FORM OF REVERSE SIDE OF EXCHANGE SECURITY]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of Amount of Amount of the Indenture, check the box: ¨ If you want to elect to have only part of this Global authorized decrease Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in increase in Security officer of Principal amount Principal amount following such Trustee or principal amount: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Security.) Signature Guarantee: (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in 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 in accordance with the Securities Exchange Act of 1934, as amended. */**/ */ If the Security is to be issued in global form add the Global of this Global decrease or Securities Date of Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY”. **/ If the Security is a Private Exchange Security Security increase Custodianissued in a Private Exchange to the Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Exhibit A with the Assignment Form included in such Exhibit 1. No. CUSIP NO. $ ISIN NO.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ------------------- --------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global authorized decrease in increase in Security officer following signatory of Principal amount Principal amount following such Trustee or of this Global of this Security Global Security such decrease or increase Securities Date of Exchange Security Security increase CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK ONE OF THE FOLLOWING BOXES: ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: YOUR SIGNATURE: ------------------ ---------------------- (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: --------------------------------------- SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ _________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY EXCHANGES OF SENIOR SECURED FLOATING RATE NOTES The following increases or decreases in exchanges of a part of this Global Security Note for other First Priority Senior Secured Floating Rate Notes have been made: Principal amount Signature of Principal Amount of Authorized Officer this Global Note of Trustee or First Amount of Decrease Amount of Increase in Following Such Priority Senior in Principal Amount Principal Amount of Decrease (or Secured Floating Date of Exchange of this Global authorized decrease Note this Global Note Increase) Rate Note Custodian EXHIBIT B FORM OF NOTATIONAL OF GUARANTEE The Guarantor listed below (hereinafter referred to as the "Guarantor," which term includes any successors or assigns under that certain Indenture, dated as of October 25, 2004, by and among AirGate, AGW Leasing Company, Inc., AirGate Network Services, LLC, AirGate Service Company, Inc. and the Trustee (as amended and supplemented from time to time, the "Indenture") and any additional Guarantors), has guaranteed the Notes and the obligations of AirGate under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the First Priority Senior Secured Floating Rate Notes due 2011 (the "Notes") of AirGate PCS, Inc., a Delaware corporation ("AirGate"), whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of AirGate to the Holders or the Trustee all in increase accordance with the terms set forth in Security officer Article XI of Principal amount Principal amount following the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Global Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Global decrease Guarantee by reason of his or Securities Date its status as such stockholder, employee, officer, director or incorporator. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of Exchange Security Security increase Custodianall of AirGate's obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collectibility. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note 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. The Obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of __________ [NAME OF GUARANTOR] By: Name: Title:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF Date of Exchange Amount of decrease in Principal amount of this Global Security Amount of increase in Principal amount of this Global Security Principal amount of this Global Security following such decrease or increase) Signature of authorized officer of Trustee or Securities Custodian If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, check the box: ¨ ¨ If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: (4Sign exactly as your name appears on the other side of this Security.) ABOVE IS CHECKED The undersigned represents and warrants that it is Signature Guarantee: Signatures must be guaranteed by an institutional "accredited investor" “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (as defined in Rule 501(a) (1), (2), (3“STAMP”) or (7) of Regulation D under such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Act) and has such knowledge and experience in financial and business matters Exchange Act of 1934, as amended. */ If the Security is to be capable of evaluating issued in global form add the merits Global Securities Legend from Exhibit 1 to Appendix A and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE SECURITIES]—SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases SECURITY”. **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Global Security have been madeExhibit A with the Assignment Form included in such Exhibit 1. No. $ Xxxxxxx Xxxx Homes, Inc., a California corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on November 15, 2020. Interest Payment Dates: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianMay 15 and November 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Date of Amount of decrease Amount of increase Principal amount Signature of Amount of Amount of Exchange in Principal in Principal of this Global authorized -------- Amount of this Amount of this Security following signatory of Global Security Global Security such decrease in increase in Security officer of Principal amount Principal amount following such or Trustee or --------------- --------------- increase Securities -------- Custodian --------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by any of the Issuers pursuant to Section 4.07 or 4.10 of the Indenture, check the box: / / If you want to elect to have only part of this Global Security purchased by any of this Global decrease the pursuant to Section 4.07 or Securities Date 4.10 of Exchange Security Security increase Custodianthe Indenture, state the amount in principal amount: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ --------- -------------------------------- NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount Amount of Amount of of this Global authorized Signature of decrease in increase in Security authorized Principal Amount Principal Amount following such officer of Principal amount Principal amount following such Trustee or of this Global of this the Global decrease or Securities Trustee or Date of Exchange Security Security increase CustodianSecurities Custodian ---------------- ---------------- ---------------- ---------------- -------------------- FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER FROM RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY LaSalle Bank National Association. 135 Xxxxx XxXxxxx Xxxxxx Xxxn: Corporate Trust Operations Suite 1811 Xxxxxxx, Xxxxxxxx 00000 Re: 7 3/4% Notes due 2011 of Shurgard Storage Centers, Inc. Reference is hereby made to the Indenture, dated as of April 25, 1997 (the "Indenture"), between Shurgard Storage Centers, Inc., as issuer (the "Company") and LaSalle National Bank, N.A. , as trustee, and the other terms and conditions of the 7 3/4% Notes due 2011 (the "Securities") issued pursuant to the Indenture. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture and the Securities. This letter relates to US$_________ principal amount of Securities which are evidenced by the Restricted Global Security (CUSIP No. 82567D AD 6, ISIN No. US82567DA66 and Common Code No. 12512058) and held with the Depositary in the name of [ ________ ] (the "Transferor") and held for the benefit of [_________________] (the "Beneficial Owner"). The Beneficial Owner has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by the Regulation S Global Security (CUSIP No. US82173 AA 0, ISIN No. US82173AA00 and Common Code No. 12512074). In connection with such request and in respect of such Securities, the Transferor hereby certifies that such transfer has been effected in compliance with the transfer restrictions applicable to the Global Securities and pursuant to and in accordance with Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor hereby further certifies that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ------------------------------- ---------------------------------------- NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.10 (ASSET SALE) OR 4.15 (CHANGE OF CONTROL) OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $_____________ DATE: YOUR SIGNATURE: ------------------------------- ------------------------ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THIS NOTE) SIGNATURE GUARANTEE: ----------------------------------------------------------- SIGNATURE MUST BE COMPLETE GUARANTEED BY PURCHASER IF A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR PROGRAM REASONABLY ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (2AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the SecuritiesANY TRANSFER, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investmentPLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, as the case may beCEDE & CO., HAS AN INTEREST HEREIN. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE ATTACHED LIMITED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES TRANSFERS MADE IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ---------------------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Amount of decrease in Amount of increase in Date of Principal amount Amount of this Principal Amount of this Exchange Global Security Global Security -------- ------------------------ ------------------------ Principal Amount of this Signature of Amount authorized officer Global Security following of Amount Trustee or Securities such decrease or increase Custodian ------------------------- ------------------------------- EXHIBIT B FORM OF NEW SECURITY [GLOBAL SECURITIES LEGEND] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. HARVARD INDUSTRIES, INC. 14 1/2% Senior Secured Note Due 2003 No. __________ Principal Amount: $25,000,000 CUSIP NO. _______ HARVARD INDUSTRIES, INC., a Delaware corporation, promises to pay to CEDE & COMPANY, or registered assigns, the principal sum of TWENTY FIVE MILLION DOLLARS on September 1, 2003. Interest Payment Dates: March 1 and September 1. Record Dates: February 15 and August 15. Additional provisions of this Global authorized decrease in increase in Security officer of Principal amount Principal amount are set forth on the following such Trustee or pages of this Global Security. HARVARD INDUSTRIES, INC. By: ---------------------------------- Name: Title: By: ---------------------------------- Name: Title: Dated: November __, 1998 TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of this Global decrease or the Securities Date of Exchange Security Security increase Custodianreferred to in the Indenture. NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee By: ---------------------------------- Name: Title: Dated: November __, 1998

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beU.S.$[ ]. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE SECURITY REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY AND THE SECURITY REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. U.S.$[ ] No. -[ ] CUSIP [ ] CELULOSA ARAUCO Y CONSTITUCION S.A., a corporation (“sociedad anónima”) duly organized and existing under the laws of the Republic of Chile (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in The City of New York, on January 11, 2022 by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on January 11 and July 11 of each year, commencing on July 11, 2012, at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from January 11 or July 11, as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from January 11, 2012 (the “original issue date”), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, other than in the case of interest due on January 11, 2012, if the date hereof is after the January 1 or July 1 and before the next succeeding January 11 or July 11, this Note shall bear interest from such January 11 or July 11, as the case may be; provided that if the Company shall default in the payment of interest due on such January 11 or July 11, then this Note shall bear interest from the next preceding January 11 or July 11 to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any January 11 or July 11 will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding January 1 or July 1, as the case may be (herein called the “Regular Record Date”), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by wire transfers to the account specified by the Trustee. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of or in respect of principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment made in respect of the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any Taxes which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any Tax which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. [There shall also be payable in respect of this Note all Special Interest that may have accrued on the Note for which this Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Security Security increase CustodianOffer or otherwise pursuant to a registration of such Note, such Special Interest to be payable in accordance with the terms of such Note.]1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. 1 Insert only if applicable.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beU.S.$[—]. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. U.S.$[—] No. -[—] CUSIP [—] CELULOSA ARAUCO Y CONSTITUCION S.A., a corporation (“sociedad anónima”) duly organized and existing under the laws of the Republic of Chile (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in The City of New York, on July 29, 2019 by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on January 29 and July 29 of each year, commencing on January 29, 2010, at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from January 29 or July 29, as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from July 27, 2009 (the “original issue date”), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, other than in the case of interest due on January 29, 2010, if the date hereof is after the January 15 or July 15 and before the next succeeding January 29 or July 29, this Note shall bear interest from such January 29 or July 29, as the case may be; provided, however, that if the Company shall default in the payment of interest due on such January 29 or July 29, then this Note shall bear interest from the next preceding January 29 or July 29 to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any January 29 or July 29 will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding June 30 or December 31, as the case may be (herein called the “Regular Record Date”), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by wire transfers to the account specified by the Trustee. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of or in respect of principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment made in respect of the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the case of the Holder, or pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the City of New York by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for taxes, duties, fines, penalties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of such Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any taxes, duties, fines, penalties, assessments or other governmental charges which are payable other than by deduction or withholding from payments of principal of or interest on such Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any tax, assessment or other governmental charge which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. [There shall also be payable in respect of this Note all Special Interest that may have accrued on the Note for which this Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Security Security increase CustodianOffer or otherwise pursuant to a registration of such Note, such Special Interest to be payable in accordance with the terms of such Note.]1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. 1 Insert only if applicable.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ _________________ _______________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security Note have been made: Principal amount Signature If you want to elect to have this Note purchased by the Company pursuant to Section 3.3 or 3.4 of Amount of Amount of the Supplemental Indenture, check the box: [ ] If you want to elect to have only part of this Global authorized decrease Note purchased by the Company pursuant to Section 3.3 or 3.4 of the Supplemental Indenture, state the amount in increase in Security officer of Principal amount Principal amount following such Trustee or principal amount: $________ Date:_______________________ Your Signature: _______________________ Sign exactly as your name appears on the other side of this Global Note. Signature Guarantee: _______________________ (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED XXXXXX AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. [Additional Restricted Securities Legend for Securities Offered in Reliance on Regulation S] THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. A-[ ]/S-[ ] $[ ] CIT GROUP INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] DOLLARS ($[ ]) on May 2, 2017. Interest Payment Dates: March 10, June 10, September 10 and December 10. Record Dates: The fifteenth day immediately preceding the Interest Payment Date. Additional provisions of this Global decrease or Securities Date Note are set forth on the other side of Exchange Security Security increase Custodianthis Note. Dated: June [ ], 2011 CIT GROUP INC. By: __________________________ Name: Title: Attest:__________________________ Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, certifies that this is one of the Notes referred to in the Indenture. by__________________________ Authorized Signatory FORM OF REVERSE SIDE OF INITIAL SECURITY

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ :_____________________ _____________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Security Note have been made: Amount of decrease in Amount of increase in Principal Amount of this Signature of authorized Date of Principal amount Signature of this Principal Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount Note following such signatory of Trustee or of this Exchange Global of this Note Global Note decrease or Securities Date increase Notes Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: ___________________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE) SIGNATURE GUARANTEE:__________________________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Definitive Notes Legend] FOR PURPOSES OF SECTIONS 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), THIS SECURITY HAS ORIGINAL ISSUE DISCOUNT. FOR PURPOSES OF SECTION 1273 OF THE CODE, THE ISSUE PRICE IS $954.67 AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS $45.33, IN EACH CASE PER $1,000 PRINCIPAL AMOUNT AT MATURITY OF THIS SECURITY. THE ISSUE DATE OF THIS SECURITY IS MARCH 3, 2003. FOR PURPOSES OF SECTION 1272 OF THE CODE, THE YIELD TO MATURITY (COMPOUNDED SEMI-ANNUALLY) IS 13.0% PER ANNUM. [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No.________ $__________ 12% Senior Secured Note due 2010 CUSIP No. ______ ISIN No._____ ON Semiconductor Corporation, a Delaware corporation, and Semiconductor Components Industries, LLC, a Delaware limited liability company, promise to pay to [Cede & Co.], or registered assigns, the principal sum [of Exchange Security Security increase CustodianDollars] [listed on the Schedule of Increases or Decreases in Global Note attached hereto](2) on March 15, 2010. Interest Payment Dates: March 15 and September 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ____________________________ ________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount of this Global Note is $[ ]. The following increases or decreases in this Global Security Note have been made: Amount of Principal amount Signature of Amount of Amount of increase in amount of this Global authorized decrease in increase in Security officer Principal Global Note signatory of Principal amount Principal amount Amount of following such Trustee or Date of Amount of this Global of this Global decrease or Securities Date Notes Exchange Global Note Note increase Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION |_| CHANGE OF CONTROL |_| IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY THE ISSUERS PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 12% Senior Subordinated Note due 2009 CUSIP No. ______ ISIN No. SCG Holding corporation, a Delaware corporation, and Semiconductor Components Industries, LLC, a Delaware limited liability company, promise to pay to [Cede & Co.], or registered assigns, the principal sum [of Exchange Security Security increase CustodianDollars] [listed on the Schedule of Increases or Decreases in Global Note attached hereto](2) on August 1, 2009. Interest Payment Dates: February 1 and August 1. Record Dates: January 15 and July 15. ---------- (2) Use the Schedule of Increases and Decreases language if Note is in Global Form. Additional provisions of this Note are set forth on the other side of this Note.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF The following exchanges of a part of this Global Note for other Notes have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (4or Increase) ABOVE IS CHECKED Signature of Authorized Officer of Trustee or Note Custodian The undersigned represents Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of May 24, 2016, by and warrants among Xxxxxx X. Xxxxxxx & Son, Inc. (the “Issuer”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article XII of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of _________________ [NAME OF GUARANTOR] By: Name: Title: (SEAL) Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx X. Xxxxxxxxx, Chief Financial Officer Xxxxx Fargo Bank, National Association Corporate Trust Services – DAPS REORG MAC N9303-121 6th and Marquette Avenue – 12th Floor Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: XXXXXXXXX@xxxxxxxxxx.xxx Re: Xxxxxx X. Xxxxxxx & Son, Inc. 11.00% Senior Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases a participant in this Global Security have a recognized signature guarantee medallion program) Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Xxxxx X. Xxxxxxxxx, Chief Financial Officer Xxxxx Fargo Bank, National Association Corporate Trust Services – DAPS REORG MAC N9303-121 6th and Marquette Avenue – 12th Floor Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: XXXXXXXXX@xxxxxxxxxx.xxx Re: Xxxxxx X. Xxxxxxx & Son, Inc. Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been made: Principal amount Signature effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ---------------- -------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Amount of Signature of Amount of decrease in Amount of of increase in this Global Security authorized decrease in increase in Security officer of Date of Principal amount Amount of Principal amount Amount of following such Trustee or Securities Exchange this Global Security this Global Security decrease or increase Custodian [OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Security purchased by the Company pursuant to Section 3.2 of the Third Supplemental Indenture; check the box: [ ] If you want to elect to have only part of this Global Security purchased by the Company pursuant to Section 3.2 of the Third Supplemental Indenture, state the amount in principal amount: $ Date: Your Signature: -------------------- ------------------- Signature Guarantee: ______________________________ (Signature must be guaranteed) EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY [OR PRIVATE EXCHANGE SECURITY]] * ** Federated Department Stores, Inc. No. __ Principal Amount $_____________ CUSIP NO. _________ [6.30% Senior Note Due 2009] [6.90% Senior Debenture Due 2029] Federated Department Stores, Inc., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of ________________________ Dollars on April 1, [2009] [2029]. Interest Payment Dates: April 1 and October 1. Record Dates: March 15 and September 15. Additional provisions of this Security are set forth on the other side of this Security. Dated: _______ __, ____ FEDERATED DEPARTMENT STORES, INC. By: -------------------------------------- -------------------- * [If the Security is to be issued in global form add the Global decrease or Securities Date of Legend from Exhibit A and the attachment from such Exhibit A captioned "[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY".] ** [If the Security is a Private Exchange Security Security increase Custodianissued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit A and replace the Assignment Form with that included in such Exhibit A.]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beU.S.$[ ]. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE SECURITY REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY AND THE SECURITY REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. U.S.$[ ] No. -[ ] CUSIP [ ] CELULOSA ARAUCO Y CONSTITUCION S.A., a corporation (“sociedad anónima”) duly organized and existing under the laws of the Republic of Chile (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in The City of New York, on November 2, 2027 by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 2 and November 2 of each year, commencing on May 2, 2018, at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from May 2 or November 2, as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from November 2, 2017 (the “original issue date”), until payment of said principal sum has been made or duly provided for. This Note shall bear interest from such May 2 or November 2, as the case may be; provided that if the Company shall default in the payment of interest due on such May 2 or November 2, then this Note shall bear interest from the next preceding May 2 or November 2 to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any May 2 or November 2 will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding April 30 or October 31, as the case may be (herein called the “Regular Record Date”), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by wire transfers to the account specified by the Trustee. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of Exchange Security Security increase Custodianbusiness on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICESigned: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ------------------------ --------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal in Principal this Global Security authorized officer Date of Amount of this Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such of Trustee or of this Exchange Global of this Security Global Security decrease or increase Securities Date Custodian -------- ------------------ ------------------ -------------------- -------------------- EXHIBIT B Forms of Exchange Security Security increase CustodianCertificate of Beneficial Ownership [Complete Form I or Form II as Applicable] [Form I] Euroclear Bank SA./N.V., as Operator of the Euroclear System Clearstream Banking, S.A. Re: Calpine Canada Energy Finance ULC (the "Company") [ ]% Initial Securities] (the "Securities") issued under the Amended and Restated Indenture (the "Indenture") dated as of October 16 2001, between the Company and Wilmington Trust Company Dear Sirs: We are the beneficial owners of ________ principal amount of Securities issued under the Indenture and represented by Regulation S Temporary Global Securities (as defined in the Indenture). We hereby certify as follows: [CHECK A OR B AS APPLICABLE.] [ ] A. We are a non-U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended). [ ] B. We are a U.S. person (within the meaning of Regulation S under the Securities Act of 1933, as amended) who purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended. Accordingly, you are hereby requested to exchange our beneficial interest in the Regulation S Temporary Global Securities for an equivalent beneficial interest in Regulation S Permanent Global Securities. You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Very truly yours, [NAME OF BENEFICIAL OWNER] By: --------------------------------- Name: Title: Address: Date: -------------- [Form II] Wilmington Trust Company Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Attention: Corporate Trust Administration Re: Calpine Canada Energy Finance ULC (the "Company") [ ]% [Initial Securities] (the "Securities") issued under the Amended and Restated Indenture (the "Indenture") dated as of October 16, 2001, between the Company and Wilmington Trust Company This is to certify that based solely on certifications we have received in writing, by tested telex or by electronic transmission from member organizations ("Member Organizations") appearing in our records as persons being entitled to a portion of the principal amount of Securities represented by Regulation S Temporary Global Notes issued under the above-referenced Indenture, that as of the date hereof, _________ principal amount of Securities represented by the Regulation S Temporary Global Securities being submitted herewith for exchange is beneficially owned by persons who are either (i) non-U.S. persons (within the meaning of Regulation S under the Securities Act of 1933, as amended) or (ii) U.S. persons who purchased the Securities in a transaction that did not require registration under the Securities Act of 1933, as amended. We further certify that (i) we are not submitting herewith for exchange any portion of such Regulation S Temporary Global Securities excepted in such Member Organization certifications and (ii) as of the date hereof we have not received any notification from any Member Organization to the effect that the statements made by such Member Organization with respect to any portion of such Regulation S Temporary Global Securities submitted herewith for exchange are no longer true and cannot be relied upon as of the date hereof. Accordingly, you are hereby requested to exchange such beneficial interest in the Regulation S Temporary Global Securities for an equivalent beneficial interest in Regulation S Permanent Global Securities. Capitalized terms used and not defined herein have the meanings given such terms in the Indenture. You and the Company are entitled to rely upon this Certificate and are irrevocably authorized to produce this Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Yours faithfully, [EUROCLEAR BANK S.A./N.V., as operator of the Euroclear System] OR [CLEARSTREAM BANKING, S.A.] By: -------------------------------- Name: Title: Date: ------------------------------ EXHIBIT C Forms of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S [Form I] ---------, ---- Euroclear Bank S.A./N.V., as operator of the Euroclear System Clearstream Banking, S.A. Re: Calpine Canada Energy Finance ULC (the "Company") [ ]% [Initial Securities] (the "Securities") issued under the Amended and Restated Indenture (the "Indenture") dated as of October 16, 2001, between the Company and Wilmington Trust Company Dear Sirs: In connection with our proposed sale of ________ aggregate principal amount of the Securities, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the Securities Act of 1933, as amended, and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE---------------------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $______________. The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of amount of this Global authorized decrease in increase in Global Security officer of Principal amount Principal amount principal principal following such Trustee or Date of amount of this Global amount of this Global decrease or Securities Date Exchange Global Security Global Security increase) Custodian -------- --------------- --------------- --------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Exchange Control) of the Indenture, check the box: [_] If you want to elect to have only part of this Security Security increase Custodianpurchased by the Company pursuant to Section 4.06 (Asset Sale) or 4.09 (Change of Control) of the Indenture, state the amount in principal amount: ($1,000 or an integral multiple thereof): $[______] Dated: Your Signature: --------------- ------------------------------- (Sign exactly as your name appears on the other side of this Security.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beU.S.$[ ]. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE COMPANY AND THE SECURITY REGISTRAR SUCH CERTIFICATES AND OTHER INFORMATION AS THE COMPANY AND THE SECURITY REGISTRAR MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. U.S.$[ ] No. -[ ] CUSIP [ ] CELULOSA ARAUCO Y CONSTITUCION S.A., a corporation (“sociedad anónima”) duly organized and existing under the laws of the Republic of Chile (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in The City of New York, on November 2, 2027 by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on May 2 and November 2 of each year, commencing on May 2, 2018, at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from May 2 or November 2, as the case may be, next preceding the date of this Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from November 2, 2017 (the “original issue date”), until payment of said principal sum has been made or duly provided for. This Note shall bear interest from such May 2 or November 2, as the case may be; provided that if the Company shall default in the payment of interest due on such May 2 or November 2, then this Note shall bear interest from the next preceding May 2 or November 2 to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any May 2 or November 2 will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding April 30 or October 31, as the case may be (herein called the “Regular Record Date”), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by wire transfers to the account specified by the Trustee. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. All payments and deliveries of or in respect of principal, interest and premium, if any, on or with respect to this Note shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) (“Taxes”) imposed, levied, collected, withheld or assessed by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment or delivery made in respect of this Note, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holder hereof (including Additional Amounts) after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Note in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received and notice to that effect shall have been given to the Holders of the Notes by the Trustee or the Paying Agent, on behalf of the Trustee, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, use, value added, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for Taxes in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) for any Taxes that would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to comply with any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the relevant Taxing Authority, or to make any other similar claim for exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to comply with such applicable certification, documentation, information or other reporting requirement, or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any Taxes which are payable other than by deduction or withholding from payments of principal, interest and premium, if any, on this Note; (vi) for any Taxes imposed on or in respect of (x) Sections 1471 through 1474 of the Code as of the date hereof (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) (“FATCA”) and any current or future regulations or official interpretations thereof, (y) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction which (in either case) facilitates the implementation of the preceding clause (x), or (z) any agreement entered into pursuant to the implementation of the preceding clauses (x) or (y) with the Internal Revenue Service, the United States government or any governmental or taxation authority under any other jurisdiction; (vii) for any Tax which would have been avoided by a Holder presenting this Note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) for any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest or premium shall be deemed to include references to any Additional Amounts which may be payable as set forth herein with respect to such principal, interest or premium. If Additional Amounts actually paid with respect to this Note pursuant to the preceding paragraph are based on rates of deduction or withholding of Taxes imposed by a Taxing Authority in excess of the appropriate rate applicable to the Holder or the beneficial owner, and, as a result thereof, such Holder or beneficial owner is entitled under the law of such Taxing Authority to make a claim for a refund or credit of such Taxes, then such Holder or beneficial owner shall, by accepting this Note or an interest therein, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such Taxes to the Company, subject to any right of set-off such Holder or beneficial owner may have. However, by making such assignment, the Holder or beneficial owner makes no representation or warranty that the Company will be entitled to receive such claim for refund or credit and incurs no other obligation (including, for the avoidance of doubt, any filing or other action) with respect thereto. There shall also be payable in respect of this Note all Special Interest that may have accrued on the Note for which this Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Security Security increase CustodianOffer or otherwise pursuant to a registration of such Note, such Special Interest to be payable in accordance with the terms of such Note. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ ________________ ________________________________ NOTICE: To be executed by an and executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beofficer. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The following increases or decreases in this Global Security Note have been made: Principal amount Amount of this Global Signature of authorized Date of Amount of decrease in Principal Amount of Increase in Principal Note following such signatory of Trustee or Exchange Amount of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or Note Amount of this Global Note decrease or increase Notee Custodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 1016 or 1017 of the Indenture, check the box: [_] If you want to elect to have only part of this Global decrease Note purchased by the Company pursuant to Section 1016 or Securities Date 1017 of Exchange Security Security increase Custodianthe Indenture, state the amount in principal amount (must be integral multiple of $1,000): $ Date:__________ Your Signature______________________________________ (Sign exactly as your name appears on the other side of the Note)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------- ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of Principal Amount of this Global authorized decrease in increase in Security officer signatory of Principal amount Principal amount Trustee or this Global Security this Global Security following such Trustee decrease Securities Custodian or increase OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.09 OR 4.10 OF THE INDENTURE, CHECK THE BOX: --- / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.09 OR 4.10 OF THE INDENTURE, STATE THE AMOUNT: ($1,000 OR AN INTEGRAL MULTIPLE THEREOF) DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE 101 EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY] No. [UP TO] */ $__________ CUSIP No. ______ The LTV Corporation, a Delaware corporation, promises to pay to , or assigns, the principal sum [set forth in the attached Schedule of this Increases or Decreases in Global Security]* [of this Global decrease or Securities Date of Exchange Security Security increase CustodianDollars] **/ on November 15, 2009. Interest Payment Dates: May 15 and November 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ __________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF officer, general partner, trustee or similar representative. GUARANTEE For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in U.S. dollars of principal of and interest on this Security in the amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (4as defined below) ABOVE IS CHECKED or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The undersigned represents validity and warrants enforceability of any Guarantee shall not be affected by the fact that it is an institutional "accredited investor" (as not affixed to any particular Security. Capitalized terms used but not defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under herein shall have the Securities Act) and has such knowledge and experience in financial and business matters as meanings ascribed to be capable of evaluating the merits and risks of its investment them in the SecuritiesIndenture (the "Indenture") dated as of February 27, 2003 among AMVESCAP PLC, the Guarantors and it and any accounts for which it is acting are each able to bear the economic risk of its or their investmentSunTrust Bank, as trustee (the case may be"Trustee"). It The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is acquiring hereby made to the Securities purchased Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. This Guarantee shall be governed by it for its account or for one or more accounts (each and construed in accordance with the laws of which the state of New York. This Guarantee is an institutional "accredited investor") as subject to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases release upon the terms set forth in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined Date of Exchange Amount of decrease in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in Note Amount of increase in Security officer of Principal amount Principal amount following such Trustee or of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Securities Date Custodian If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.16 of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.12 or 4.16 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the 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 in accordance with the Securities Exchange Security Security increase CustodianAct of 1934, as amended. Pilgrim’s Pride Corporation 0000 X.X. Xxxxxxx 000 X. Xxxxxxxxx, Xxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx [TRUSTEE] Attention: Corporate Trust Department Telecopier No.: Re: % Senior Fixed Rate Notes due Reference is hereby made to the Indenture, dated as of , 20 (the “Indenture”), between Pilgrim’s Pride Corporation, as issuer (the “Issuer”), and , as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $ in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE:________________________ _______________________________ Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount of Signature of Amount of decrease Amount of increase this Global authorized officer in Principal in Principal amount Security following of Trustee or Date of amount of this of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Global Security Security increase Custodianincrease) Custodian -------- ------------------ ------------------- ------------------- ------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box: [ ] If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, state the principal amount: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal Amount Signature of Exchange in Principal in Principal at Maturity of authorized officer Amount at Maturity Amount at Maturity this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global Security following Securities Security Security such decrease or Securities Date Custodian increase) -------- ------------------ ------------------ ------------------ ------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.09 of Exchange the Indenture, check the box: / / If you want to elect to have only part of this Security Security increase Custodianpurchased by the Company pursuant to Section 4.06 or 4.09 of the Indenture, state the amount in principal amount at maturity: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ___________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global authorized decrease in increase in Security officer following signatory of Principal amount Principal amount following such Trustee or of this Global of this Security Global Security such decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION | | CHANGE OF CONTROL | | IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 13% Senior Subordinated Note due 2010 CUSIP No. ________ ISIN No. __________ PLIANT CORPORATION, a Utah corporation, promises to pay to Cede & Co., or registered assigns, the principal sum [listed on the Schedule of Exchange Increases or Decreases in Global Security Security increase Custodianattached hereto](3) [of $______] on June 1, 2010.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ Signature NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be$ . It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Date Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. XXXXX APPAREL GROUP, INC., a Pennsylvania corporation, XXXXX APPAREL GROUP HOLDINGS, INC., a Delaware corporation, XXXXX APPAREL GROUP USA, INC., a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware corporation, and XXXXX RETAIL CORPORATION, a New Jersey corporation, promise to pay to Cede & Co., or registered assigns, the principal sum of Exchange Security Security increase Custodian$ ( Dollars) on November 15, 2034. Interest Payment Dates: May 15 and November 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security certificated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ _________________________ _____________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF Signature Guarantee: ________________________________ _____________________________________ Signature (4Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer __________________________________________________________________ [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The following increases or decreases in this Global Security Note have been made: Principal amount Amount of Signature of Amount of decrease in Amount of of increase in this Global Note authorized decrease in increase in Security officer signatory Date of Principal amount Amount of Principal amount Amount of following such of Trustee or of Exchange this Global of Note this Global Note decrease or increase Securities Date Custodian -------- --------------------- --------------------- -------------------- -------------------- EXHIBIT B [FORM OF FACE OF EXCHANGE NOTE] THE VALSPAR CORPORATION 5.100% NOTES DUE 2015 No. _____ Principal Amount $______________ (subject to adjustment as reflected in the Schedule of Exchange Security Security increase CustodianIncreases and Decreases in Global Note attached hereto) CUSIP NO. 000000 XX 0 XXXX XX. XX000000XX00 THE VALSPAR CORPORATION, a Delaware corporation, for value received, promises to pay to _______________, or registered assigns, the principal sum of _____________ Dollars (subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto) on August 1, 2015.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF Date of Exchange Amount of decrease in Principal amount of this Global Security Amount of increase in Principal amount of this Global Security Principal amount of this Global Security following such decrease or increase) Signature of authorized officer of Trustee or Securities Custodian If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box: ☐ ☐ If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount: $ Dated: Your Signature: (4Sign exactly as your name appears on the other side of this Security.) ABOVE IS CHECKED The undersigned represents and warrants that it is Signature Guarantee: Signatures must be guaranteed by an institutional "accredited investor" “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (as defined in Rule 501(a) (1), (2), (3“STAMP”) or (7) of Regulation D under such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Act) and has such knowledge and experience in financial and business matters Exchange Act of 1934, as amended. */ If the Security is to be capable of evaluating issued in global form add the merits Global Securities Legend from Exhibit 1 to Appendix A and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL SECURITIES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases SECURITY”. **/ If the Security is a Private Exchange Security issued in a Private Exchange to an Initial Purchaser holding an unsold portion of its initial allotment, add the Restricted Securities Legend from Exhibit 1 to Appendix A and replace the Assignment Form included in this Global Security have been madeExhibit A with the Assignment Form included in such Exhibit 1. No. $ Xxxxxxx Xxxx Homes, Inc., a California corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of Dollars on September 1, 2023. Interest Payment Dates: Principal amount Signature of Amount of Amount of March 1 and September 1. Record Dates: February 15 and August 15. Additional provisions of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or are set forth on the other side of this Global Security. Dated: By: Name: Xxxxxxx X. Xxxxx Title: Chief Executive Officer and President By: Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer TRUSTEE’S CERTIFICATE OF AUTHENTICATION as Trustee, certifies that this is one of this Global decrease or the Securities Date of Exchange Security Security increase Custodianreferred to in the Indenture. by Authorized Signatory

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ----------------- ----------------------------------- NOTICE: To be executed by an executive officer TO BE COMPLETE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S. Dated: ----------------- ----------------------------------- NOTICE: To be executed by an executive officer TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" (as defined in within the meaning of Rule 501(a) (1501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act) Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and experience in financial and business matters as a to be capable of evaluating the merits and risks of its investment in the Securities, and it Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as investment and that it is aware that the case may be. It transfer or is acquiring relying upon the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretionundersigned's foregoing representations. Dated: ------------------ ------------------------------ ----------------- ----------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESFORM OF FACE OF EXCHANGE NOTE] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodian[INSERT APPROPRIATE LEGEND] TRW INC.

ABOVE IS CHECKED. The undersigned represents and warrants that it the transfer is purchasing this Security for its own account being effected pursuant to and in accordance with Rule 903 or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A 904 under the Securities Act of 1933and, accordingly, the undersigned further certifies that (A) the transfer is not being made to a person in the United States and is aware (1) at the time the buy order was originated, the transferee was outside the United States or such transferor and any Person acting on its behalf reasonably believed and believes that the sale transferee was outside the United States or (2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (B) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act; (C) the transaction is not part of a plan or scheme to it evade the registration requirements of the Securities Act; and (D) if the proposed transfer is not being made in reliance on Rule 144A and acknowledges that it has received such information regarding prior to the Company as expiration of the undersigned has requested pursuant Restricted Period, the transfer is not being made to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. a U.S. Person. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED 0000 Xxxxxx Xxxxx Palo Alto, California 94304 Attention: General Counsel The undersigned represents registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and warrants directs that it the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment issued in the Securitiesname of a person other than the undersigned, and it and any accounts for which it is acting are each able the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to bear be paid to the economic risk undersigned on account of its or their investmentinterest (including Liquidated Damages, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor"if any) as to each of which it exercises sole investment discretionaccompanies this Security. Dated: ------------------ ------------------------------ NOTICEYour Name: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of (Print your name exactly as it appears on the face of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianSecurity) Your Signature:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ Date:_____________ ______________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $_____. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount of Signature of in Principal Amount of in Principal Amount of of this Global Security authorized decrease in increase in Security officer signatory Date of Principal amount Principal amount following such Trustee or of this Global of this Global decrease following such of Trustee or Securities Date of Exchange Security Security decrease or increase CustodianSecurities Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [_] CHANGE OF CONTROL [_] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: _________________ YOUR SIGNATURE: _________________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: _______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B FORM OF SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE, among [GUARANTOR] (the "New Guarantor"), a subsidiary of ACE US Holdings, Inc. (or its successor), a Delaware corporation (the "Company"), [EXISTING GUARANTORS] and UNITED STATES TRUST COMPANY OF NEW YORK, as trustee under the indenture referred to below (the "Trustee").

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security certificated Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF Signature Guarantee: Signature (4Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security Note have been made: Principal amount Signature If you want to elect to have this Note purchased by the Company pursuant to Section 4.8 of Amount the Indenture, check the box: ¨ Change of Amount of Control ¨ If you want to elect to have only part of this Global authorized decrease Note purchased by the Company pursuant to Section 4.8 of the Indenture, state the amount in increase in Security officer of Principal amount Principal amount following such Trustee or principal amount: $ Dated: Your Signature: (Sign exactly as your name appears on the other side of this Note.) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the 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 in accordance with the Securities Exchange Act of 1934, as amended. */ [If the Note is to be issued in global form add the Global Notes Legend from Exhibit 1 to Appendix A and the attachment from such Exhibit 1 captioned “[TO BE ATTACHED TO GLOBAL NOTES] - SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE”.] No. $[ ] Expedia, Inc., a Delaware corporation, for value received, promises to pay to , or registered assigns, the principal sum of ,Dollars (subject to adjustment as reflected in the Schedule of Increases and Decreases in Global Note attached hereto) on August 15, 2020. Interest Payment Dates: February 15 and August 15 of each year, commencing on [February 15, 2011] [first interest payment date relating to any Additional Notes]. Record Dates: February 1 and August 1 of each year. Additional provisions of this Global decrease or Securities Date Note are set forth on the other side of Exchange Security Security increase Custodianthis Note.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ _________________ _______________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security Note have been made: Principal amount Signature If you want to elect to have this Note purchased by the Company pursuant to Section 3.3 or 3.4 of Amount of Amount of the Supplemental Indenture, check the box: [ ] If you want to elect to have only part of this Global authorized decrease Note purchased by the Company pursuant to Section 3.3 or 3.4 of the Supplemental Indenture, state the amount in increase in Security officer of Principal amount Principal amount following such Trustee or principal amount: $________ Date:_______________________ Your Signature: ________________________________ Sign exactly as your name appears on the other side of this Global Note. Signature Guarantee: _______________________ (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of this Global decrease the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Date Exchange Act of Exchange Security Security increase Custodian1934, as amended. CIT Group Inc. c/o Deutsche Bank Trust Company Americas 00 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the [ ] % Series C Second-Priority Secured Notes due [ ] (the “Notes”) of CIT Group Inc. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name:___________________ Address:___________________ Taxpayer ID Number:___________________ The undersigned represents and warrants to you that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ NOTICESignature: To (to be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4of purchaser) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] [FORM OF SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE] The initial principal amount of this Global Note is $ . The following increases or decreases in this Global Security Note have been made: Principal amount Signature Date of Increase/Decrease Amount of Decrease in Principal Amount of of this Global authorized decrease Note Amount of Increase in increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Note Principal amount of this Global Note following such decrease or Securities Date increase Signature of Exchange Security Security increase Custodianauthorized signatory of Trustee or Paying Agent LEGAL_EU # 16733244.6 [FORM OF OPTION OF HOLDER TO ELECT PURCHASE] If you want to elect to have this Note purchased by the Issuer pursuant to Section 3.11 (Offer to Purchase with Minority Shareholder Option Proceeds), Section 4.03 (Change of Control) or Section 4.08 (Limitation on Sales of Assets and Subsidiary Stock) of the Indenture, check the box: Minority Shareholder Option Proceeds Offering  Asset Disposition  Change of Control  If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.03 or Section 4.08 of the Indenture, state the amount (minimum amount of $200,000): $ Date:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in exchanges of a part of this Global Security Note for other 63/4% Senior Notes have been made: Principal amount Signature Date of Amount of Amount of Exchange of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or Note of this Global Note Increase) Custodian Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of November 18, 2010, by and among Spirit AeroSystems, Inc. (“Spirit”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the 63/4% Senior Notes due 2020 (the “Notes”) and the obligations of Spirit under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Spirit, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture as and to the extent such Holder or the Trustee is entitled to reimbursement from the Issuer under the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Global decrease Note Guarantee. No director, officer, employee, stockholder, general or Securities Date limited partner or incorporator past, present or future, of Exchange Security Security increase Custodianany Guarantor, as such or in such capacity, shall have any personal liability for any obligations under this Note Guarantee by reason of his, her or its status as such director, officer, employee, stockholder, general or limited partner or incorporator. Each Holder of the Notes and the Trustee waives and releases all such liability. The waiver and release are part of the consideration for the issuance of this Note Guarantee. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of Spirit’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of Amount of Principal Signature of this Global authorized Exchange decrease in increase in amount of this authorized Principal Principal Global signatory of Amount of this Amount of this Security officer of Principal amount Principal amount Trustee or Global Global following such Trustee or of this Global of this Global Securities Security Security decrease or Securities Date Custodian increase OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, CHECK THE BOX: / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE ISSUER PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT A [FORM OF FACE OF SECURITY] No. $__________ 8 3/4% Senior Subordinated Note due 2007 CUSIP No. ______ Canadian Forest Oil Ltd., an Alberta corporation, promises to pay to , or registered assigns, the principal sum of Exchange Security Security increase CustodianDollars on September 15, 2007. Interest Payment Dates: March 15 and September 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $150,000,000 ($150.0 million dollars). The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of decrease Amount of increase of this Global authorized decrease officer in increase Principal in Principal Security officer following of Principal amount Principal amount following such Trustee or Date of Amount of this Global Amount of this Global such decrease or Securities Date Exchange Global Security Global Security increase) Custodian -------- --------------- ------------------ ------------------ ------------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.07 or 4.10 of Exchange the Indenture, check the box: |_| If you want to elect to have only part of this Security Security increase Custodianpurchased by the Company pursuant to Section 4.07 or 4.10 of the Indenture, state the amount in principal amount: $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ _________________ _______________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security Note have been made: Principal amount Signature If you want to elect to have this Note purchased by the Company pursuant to Section 3.3 or 3.4 of Amount of Amount of the Supplemental Indenture, check the box: [ ] If you want to elect to have only part of this Global authorized decrease Note purchased by the Company pursuant to Section 3.3 or 3.4 of the Supplemental Indenture, state the amount in increase in Security officer of Principal amount Principal amount following such Trustee or principal amount: $________ Date:_______________________ Your Signature: _______________________ Sign exactly as your name appears on the other side of this Global Note. Signature Guarantee: _______________________ (Signature must be guaranteed) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Security 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 Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the United States Securities Exchange Act of 1934, as amended. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED XXXXXX AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (i) (a) TO A PERSON WHO IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (ii) TO THE COMPANY, OR (iii) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY. [Additional Restricted Securities Legend for Securities Offered in Reliance on Regulation S] THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. No. A-[ ]/S-[ ] $[ ] CIT GROUP INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [ ] DOLLARS ($[ ]) on May 2, 2016. Interest Payment Dates: February 10, May 10, August 10 and November 10. Record Dates: The fifteenth day immediately preceding the Interest Payment Date. Additional provisions of this Global decrease or Securities Date Note are set forth on the other side of Exchange Security Security increase Custodianthis Note. Dated: June [ ], 2011 CIT GROUP INC. By: __________________________ Name: Title: Attest:__________________________ Name: Title: TRUSTEE’S CERTIFICATE OF AUTHENTICATION DEUTSCHE BANK TRUST COMPANY AMERICAS as Trustee, certifies that this is one of the Notes referred to in the Indenture. by__________________________ Authorized Signatory

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that each of it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ [Name of Transferee] NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is officer, if an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. entity Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Note is $__________. The following increases or decreases in the principal amount of this Global Security Note have been made: Principal amount Signature Date of Transfer, Exchange or Redemption Amount of Decrease in Principal Amount of of this Global authorized decrease Note Amount of Increase in increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Note Principal Amount of this Global decrease Note Following Such Decrease (or Securities Date Increase) Signature of Exchange Security Security increase CustodianAuthorized Signatory of Trustee or Note Custodian This [ ] Supplemental Indenture and Subsidiary Guarantee, dated as of _____________, 20 (this “Supplemental Indenture” or “Subsidiary Guarantee”), among ____________ (the “New Guarantor”), Playtika Holding Corp. (together with its successors and assigns, the “Company”) and Wilmington Trust, National Association, as Trustee (in such capacity, the “Trustee”), paying agent and registrar under such Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it the transfer is purchasing this Security for its own account being effected pursuant to and in accordance with Rule 903 or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A 904 under the Securities Act of 1933and, accordingly, the undersigned further certifies that (A) the transfer is not being made to a person in the United States and is aware (1) at the time the buy order was originated, the transferee was outside the United States or such transferor and any Person acting on its behalf reasonably believed and believes that the sale transferee was outside the United States or (2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (B) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act; (C) the transaction is not part of a plan or scheme to it evade the registration requirements of the Securities Act; and (D) if the proposed transfer is not being made in reliance on Rule 144A and acknowledges that it has received such information regarding prior to the Company as expiration of the undersigned has requested pursuant Restricted Period, the transfer is not being made to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. a U.S. Person. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED 000 Xxxxxxxx Xxx, 0xx Xxxxx Xxxxxx Xxxx, Xxxxxxxxxx 00000 Attention: General Counsel The undersigned represents registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or an integral multiple thereof) below designated, into shares of Common Stock in accordance with the terms of the Indenture referred to in this Security, and warrants directs that it the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment issued in the Securitiesname of a person other than the undersigned, and it and any accounts for which it is acting are each able the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to bear be paid to the economic risk undersigned on account of its or their investmentinterest (including Liquidated Damages, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor"if any) as to each of which it exercises sole investment discretionaccompanies this Security. Dated: ------------------ ------------------------------ NOTICEYour Name: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases (Print your name exactly as it appears on the face of this Security) Your Signature: (Sign exactly as your name appears on the face of this Security) Signature Guarantee*: Social Security or decreases in this Global Security have been madeother Taxpayer Identification Number: Principal amount to be converted (if less than all): $ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). Fill in for registration of Amount shares (if to be issued) and Securities (if to be delivered) other than to and in the name of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe registered holder:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ _________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Amount of decrease Amount of increase Principal amount Amount of Signature of in Principal Amount of in Principal Amount of of this Global Security authorized decrease in increase in Security officer Date of Principal amount Principal amount following such Trustee or of this Global of this Global decrease following such of Trustee or Securities Date of Exchange Security Security decrease or increase CustodianSecurities Custodian --------------- ----------------- ------------------ ------------------ ------------------ EXHIBIT 2 TO APPENDIX A FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR Choice Hotels International, Inc. 00000 Xxxxxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 Attention: General Counsel Marine Midland Bank 000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: 7.125% Senior Notes Due 2008 of Choice Hotels International, Inc. Reference is hereby made to the Indenture, dated as of May 4, 1998 (the "Indenture"), among Choice Hotels International, Inc. (the "Company"), Quality Hotels Europe, Inc., QH Europe Partnership and Marine Midland Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed purchase of $ aggregate principal amount of:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an -------------------------- --------------------------------------------- [Signature of executive officer of purchaser] Name: ---------------------------------------- Title: --------------------------------------- SCHEDULE A Changes to Principal Amount of Global Security PRINCIPAL AMOUNT OF SECURITIES BY WHICH THIS GLOBAL SECURITY IS TO BE COMPLETE REDUCED OR INCREASED, AND REASON FOR REMAINING PRINCIPAL AMOUNT NOTATION DATE REDUCTION OR INCREASE OF THIS GLOBAL SECURITY MADE BY PURCHASER IF ------------------------------------------------------------------------------- EXHIBIT B [FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR] Hanover Compressor Company 00000 Xxxxx Xxxxxxx Xxxxxxx Xxxx Xxxxxxx, Xxxxx 00000 Wachovia Bank, National Association 0000 Xxx Xxxxxx, Suite 1050 Houston, Texas 77057 Re: Zero Coupon Subordinated Notes due March 31, 2007 of Hanover Compressor Company, a Delaware corporation (4CUSIP: ___________) ABOVE IS CHECKED The undersigned represents and warrants that it Gentlemen: Reference is an institutional hereby made to the Indenture, dated as of May 14, 2003 (the "accredited investor" (as defined in Rule 501(a) (1Indenture"), between Hanover Compressor Company, as issuer (2), (3) or (7) of Regulation D under the Securities Act"Company") and has such knowledge and experience in financial and business matters Wachovia Bank, National Association as trustee. Capitalized terms used but not defined herein shall have the meanings given to be capable of evaluating the merits and risks of its investment them in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk Indenture. In connection with our proposed purchase of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal $ aggregate ------------ principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianof:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company and the Subsidiary Guarantors as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE----------------------------- Notice: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized Principal decrease in increase in amount of this Signature of Principal Principal Global authorized amount of amount of Security officer of Principal amount Principal amount this this following such Trustee or Date of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianCustodian OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, check the box: If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.11 or 4.16 of the Indenture, state the amount in principal amount: $_____________________ Dated: Your Signature: --------------------- -------------------- (Sign exactly as your name appears on the other side of this Security.)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF If you wish to have all of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.12 of the Indenture, check the box: ¨ If you wish to have a portion of this Note purchased by the Issuers pursuant to Section 4.10 or Section 4.12 of the Indenture, state the amount (4in original principal amount) ABOVE IS CHECKED The undersigned represents and warrants that it is below: $ . Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee:3 3 Signatures must be guaranteed by an institutional "accredited investor" “eligible guarantor institution” meeting the requirements of the Trustee, which requirements include membership or participation in the Securities Transfer Agent Medallion Program (as defined in Rule 501(a) (1), (2), (3“STAMP”) or (7) of Regulation D under such other “signature guarantee program” as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Act) and has such knowledge and experience in financial and business matters as to be capable Exchange Act of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment1934, as the case may beamended. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES EXCHANGES OF INTERESTS IN GLOBAL SECURITY NOTES4 The following increases exchanges of a part of this Global Note for Certificated Notes or decreases an interest in another Global Note, or exchanges of a part of another Global Note or Certificated Note for an interest in this Global Security Note, have been made: Principal amount Signature of Amount of Amount of of this 4 For Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianNotes. [—]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Note is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be$ . It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security Note have been made: Date of Exchange Amount of decrease in Principal amount Signature of Amount of Amount of of this Global authorized decrease in Note Amount of increase in Security officer of Principal amount Principal amount following such Trustee or of this Global Note Principal amount of this Global Note following such decrease or increase Signature of authorized signatory of Trustee or Notes Custodian If you want to elect to have this Note purchased by the Issuer pursuant to Section 10.16 or 10.17 of the Indenture, check the box: ☐ ☐ If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 10.16 or 10.17 of the Indenture, state the amount in principal amount: $ ($1,000 or integral multiples thereof, provided that the unpurchased portion of a Note must be in a minimum principal amount of $2,000) Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Date Exchange Act of Exchange Security Security increase Custodian1934, as amended. SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of ________, 20__, by __________________ (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. __________________________ (signature of executive officer) Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer :____________________ [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount at maturity of this Global Note shall be $__________. The following increases or decreases in this Global Security Note have been made: Principal amount Signature of Amount of Amount of decrease Amount of increase this Global Note Signature of authorized Date of in principal amount in principal amount following such signatory of Trustee a Exchange of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or Note of this Global of this Note increase or decrease Securities Custodian -------- ------------------- ------------------- -------------------- -------------------- EXHIBIT 2 TO APPENDIX A [FORM OF FACE OF EXCHANGE NOTE] CALLON PETROLEUM COMPANY No._____ CUSIP No.__________ [Global decrease Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS GLOBAL NOTE IS EXCHANGEABLE FOR NOTES IN DEFINITIVE, FULLY REGISTERED FORM, WITHOUT INTEREST COUPONS, IF (A) DTC NOTIFIES THE COMPANY THAT IT IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITORY FOR THIS GLOBAL NOTE OR IF AT ANY TIME DTC CEASES TO BE A "CLEARING AGENCY" REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND A SUCCESSOR DEPOSITORY IS NOT APPOINTED BY THE COMPANY WITHIN 90 DAYS OF SUCH NOTICE, (B) THE COMPANY EXECUTES AND DELIVERS TO THE TRUSTEE A NOTICE THAT THIS GLOBAL NOTE SHALL BE TRANSFERABLE, REGISTRABLE AND EXCHANGEABLE, AND SUCH TRANSFER SHALL BE REGISTRABLE, OR (C) AN EVENT OF DEFAULT (AS HEREINAFTER DEFINED) HAS OCCURRED AND IS CONTINUING WITH RESPECT TO THE NOTES. GLOBAL NOTE Representing 10.125% Series B Senior Subordinated Notes due 2002 CALLON PETROLEUM COMPANY, a Delaware corporation, hereby promises to pxx xx CEDE & CO., or Securities Date of Exchange Security Security increase Custodianregistered assigns, the principal sum indicated on Schedule A hereof, on September 15, 2002. Interest Payment Dates: December 15, March 15, June 15 and September 15, commencing September 15, 1997.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ __________________ ______________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ :__________________ ______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase increase) Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beU.S.$[•]. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR] [IN THE CASE OF REGULATION S NOTES: 40 DAYS] AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE SECURITY REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. CELULOSA ARAUCO Y CONSTITUCION S.A., a corporation (“sociedad anónima”) duly organized and existing under the laws of Amount the Republic of Amount Chile (herein called the “Company”, which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum as set forth on the Schedule of Increases or Decreases annexed hereto at the office or agency of the Company in The City of New York, on January 21, 2021 by wire transfer of immediately available funds in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest on said principal sum semiannually on January 21 and July 21 of each year, commencing on January 21, 2011, at said office or agency, in like coin or currency, at the rate per annum specified in the title hereof, from January 21 or July 21, as the case may be, next preceding the date of this Global authorized decrease Note to which interest on the Notes has been paid or duly provided for (unless the date hereof is the date to which interest on the Notes has been paid or duly provided for, in increase in Security officer of Principal amount Principal amount following such Trustee or which case from the date of this Note), or, if no interest has been paid on these Notes or duly provided for, from September 21, 2010 (the “original issue date”), until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, other than in the case of interest due on January 21, 2011, if the date hereof is after the January 7 or July 7 and before the next succeeding January 21 or July 21, this Note shall bear interest from such January 21 or July 21, as the case may be; provided that if the Company shall default in the payment of interest due on such January 21 or July 21, then this Note shall bear interest from the next preceding January 21 or July 21 to which interest on the Notes has been paid or duly provided for, or, if no interest has been paid on the Notes or duly provided for, from the original issue date. The interest so payable, and punctually paid or duly provided for, on any January 21 or July 21 will, except as provided in the Indenture referred to on the reverse hereof, be paid by wire transfer of immediately available funds to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on the next preceding January 7 or July 7, as the case may be (herein called the “Regular Record Date”), whether or not a Business Day, or may, at the option of the Company, unless this Note is a Global Security, be paid by wire transfers to the account specified by the Trustee. Any such interest which is payable, but is not so punctually paid or duly provided for, shall forthwith cease to be payable to the registered Holder on such Regular Record Date and may be paid either to the Person in whose name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed and upon such notice as may be required by such exchange, if such manner of payment shall be deemed practical by the Trustee, all as more fully provided in said Indenture. Notwithstanding the foregoing, in the case of interest payable at Stated Maturity, such interest shall be paid to the same Person to whom the principal hereof is payable. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. All payments of or in respect of principal, interest and premium, if any, on or with respect to this Note and all payments to the Trustee under Section 607 of the Indenture shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, penalties, fines, duties, assessments or other governmental charges of whatever nature (or interest on any of the foregoing) imposed, levied, collected, withheld or assessed (“Taxes”) by, within or on behalf of the Republic of Chile or any political subdivision or governmental authority thereof or therein having power to tax (a “Taxing Authority”), unless such withholding or deduction is required by law. If the Company is required to make any withholding or deduction described in the preceding sentence with respect to any payment made in respect of the Notes, the Company will pay such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amounts received by the Holders hereof (including Additional Amounts) or the Trustee, as the case may be, after such withholding or deduction shall equal the respective amounts of principal, interest and premium, if any, that would have been receivable in respect of this Global decrease Note in the case of the Holder, or Securities Date pursuant to Section 607 of the Indenture, in the case of the Trustee, in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of this Note (i) in the case of payments for which presentation of this Note is required, if this Note is presented for payment more than 30 days after the later of (x) the date on which such payment first became due and (y) if the full amount payable has not been received in the Place of Payment by the Trustee on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Holders of the Notes by the Trustee, except to the extent that the Holders would have been entitled to such Additional Amounts on presenting this Note for payment on the last day of the applicable 30-day period; (ii) for any estate, inheritance, gift, sales, transfer, excise, personal property or similar tax, duty, fine, assessment or other governmental charge; (iii) if held by or on behalf of a Holder or beneficial owner who is liable for taxes, duties, fines, penalties, assessments or other governmental charges in respect of this Note by reason of having some present or former, direct or indirect, connection with a Taxing Authority (including, without limitation, being a citizen of, being incorporated or engaged in a trade or business in, or having a residence or principal place of business or other presence in a Taxing Authority), other than the mere holding of this Note or the receipt of principal, interest or premium, if any, in respect thereof; (iv) to the extent the Chilean tax giving rise to such Additional Amounts would not have been imposed (or would have been reduced) but for the failure of a Holder or beneficial owner of this Note to provide any applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with Chile or to make other similar claim or exemption to the relevant Taxing Authority, if, after having been requested in writing by the Company to provide such applicable certification, documentation or information or to make such a claim, such Holder or beneficial owner fails to do so within 30 days; (v) for any taxes, duties, fines, penalties, assessments or other governmental charges which are payable other than by deduction or withholding from payments of principal of or interest on this Note or by direct payment by the Company in respect of claims made against the Company, as the case may be; (vi) any withholding or deduction imposed on a payment to an individual and that is required to be made pursuant to any law implementing or complying with, or introduced in order to conform to, any European Union Directive on the taxation of savings; (vii) any tax, assessment or other governmental charge which would have been avoided by a Holder presenting the relevant note (if presentation is required) or requesting that such payment be made to another Paying Agent in a member state of the European Union; or (viii) any combination of (i), (ii), (iii), (iv), (v), (vi) or (vii). In addition, no Additional Amounts shall be paid with respect to any payment to any Holder who is a fiduciary or a partnership or other than the sole beneficial owner of this Note to the extent that the beneficiary or settlor with respect to such fiduciary, the member of such partnership or the beneficial owner of this Note would not have been entitled to Additional Amounts had such beneficiary, settlor, member or beneficial owner held this Note directly. All references hereunder to principal, interest, premium and other amounts payable hereunder shall be deemed to include references to any Additional Amounts payable as set forth herein. [There shall also be payable in respect of this Note all Special Interest that may have accrued on the Note for which this Note was exchanged (as defined in such Note) pursuant to the Registered Exchange Security Security increase CustodianOffer or otherwise pursuant to a registration of such Note, such Special Interest to be payable in accordance with the terms of such Note.]1 Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been manually executed by or on behalf of the Trustee under the Indenture, this Note shall not be entitled to any benefits under the Indenture, or be valid or obligatory for any purpose. 1 Insert only if applicable.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Holdings as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ________________ _________________________________ NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS NOTE PURCHASED BY HOLDINGS PURSUANT TO SECTION 4.06 (LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK (CHANGE OF CONTROL) IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS NOTE PURCHASED BY HOLDINGS PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE PRINCIPAL AMOUNT AT MATURITY ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE NOTE) SIGNATURE GUARANTEE:________________________________________________________ SIGNATURE MUST BE COMPLETE GUARANTEED BY PURCHASER IF A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B FORM OF FACE OF EXCHANGE NOTE [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1DTC"), NEW YORK, NEW YORK, TO MAXXIM MEDICAL, INC., A TEXAS CORPORATION (2"HOLDINGS") OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), (3) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL EXCHANGE NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL EXCHANGE NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. FOR PURPOSES OF SECTIONS *1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS THEREUNDER, HOLDERS MAY OBTAIN INFORMATION CONCERNING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT AND THE YIELD TO MATURITY FROM THE CORPORATE SECRETARY OF THE COMPANY AT 10300 00XX XXXXXX XXXXX, XXXXXXXXXX, XXXXXXX 00000. No. $__________ Senior Discount Note due 2010 CUSIP No. ______ MAXXIM MEDICAL, INC., a Texas corporation, promises to pay to Cede & Co., or (7) registered assigns, the principal sum at maturity [of Regulation D under Dollars] [listed on the Securities Act) Schedule of Increases or Decreases in Global Exchange Note attached hereto]1 on November 15, 2010. Interest Payment Dates: May 15 and has such knowledge November 15. Record Dates: May 1 and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may beNovember 1. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of Additional provisions of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or Note are set forth on the other side of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianNote.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ _____________________ ____________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount of this Global Note is $_________. The following increases or decreases in this Global Security Note have been made: Principal amount of Signature of Amount of decrease in Amount of increase in this Global Note authorized signatory Date of Principal Amount of Principal Amount of following such of Trustee or Notes Exchange this Global Note this Global Note decrease or increase Custodian -------- ---------------- ---------------- -------------------- --------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, check the box: Asset Sale |_| Change of Control |_| If you want to elect to have only part of this Global authorized decrease Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($1000 or an integral multiple of $1000 in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianexcess thereof): $

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ :________________ ______________________________ NOTICE: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET SALES) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALES [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: _______________________________________ SIGNATURE MUST BE COMPLETE GUARANTEED BY PURCHASER IF A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT C [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (2AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), (3) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 8 1/4% Senior Subordinated Note due 2013 CUSIP No. __________ ISIN No. __________ PINNACLE FOODS HOLDING CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or (7) registered assigns, the principal sum of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment$______, as such sum may be increased or reduced as reflected on the case may be. It is acquiring records of the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases Trustee in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianaccordance with the Indenture, on December 1, 2013.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ [Name of Transferee] NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in exchanges of a part of this Global Security Note for other 6 7/8% Senior Notes have been made: Principal amount Signature The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of Amount June 12, 2007, by and among Actuant Corporation (the “Company”), the guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors), has guaranteed the Notes and the obligations of Amount the Company under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 6 7/8% Senior Notes due 2017 (the “Notes”) of the Company, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, 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 XI of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Global Note Guarantee. No director, officer, employee, agent, stockholder, general or limited partner or incorporator, past, present or future, of any Guarantor shall have any personal liability under this Note Guarantee by reason of his, her or its status as such director, officer, employee, agent, stockholder, general or limited partner or incorporator. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Company’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collectibility. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized decrease officers. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. Capitalized terms used herein have the same meanings given in increase in Security officer the Indenture unless otherwise indicated. Dated as of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodian__________ [GUARANTOR] By: Name: Title: Actuant Corporation 00000 Xxxx Xxxxxx Xxxxxx Xxxxx Milwaukee, WI 53007 Facsimile: (000) 000-0000 Attention: Xxxxxx Xxxxxxxxx U.S. Bank National Association Corporate Trust Services 00 Xxxxxxxxxx Xxxxxx EP-MN-WS3C St. Xxxx, MN 55107-2292 Attention: Xxxxxxx Xxxxxxxx Fax: (000) 000-0000 Re: Actuant Corporation

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion discretion, in each case for investment and not with a view to distribution, and that it and any such account is a "qualified institutional buyerQualified Institutional Buyer" within the meaning of Rule 144A under the Securities Act of 1933, 1933 and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ____________________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF NOTICE OF EXERCISE OF PURCHASE RIGHT TO: DOV PHARMACEUTICAL, INC. Continental Plaza 433 Hackensack Avenue Hackensack, New Jersey 07601 Attxxxxxx: Xxxxxxx Xxxxxxx Xxx xxxxxxxxxxx xxxxxxxxed owner of this Security hereby acknowledges receipt of a notice from DOV Pharmaceutical, Inc. (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional the "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investorCOMPANY") as to each the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repay the entire principal amount of this Security, or the portion thereof (which it exercises sole investment discretionis $1,000 principal amount or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Security, together with any interest (including Liquidated Damages, if any) accrued and unpaid to, but excluding, such date, to the registered holder hereof, in cash. Dated: ------------------ ------------------------------ NOTICEYour Name: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of ------------------------------------- (Print your name exactly as it appears on the face of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianSecurity)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ ___________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $200,000,000. The following increases or decreases in this Global Security have been made: Signature of Principal amount Signature authorized Amount of decrease Amount of increase of this Global signatory of in Principal in Principal Security following Trustee or Date of Amount of this Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Global Security Global Security increase CustodianCustodian -------- ------------------ ------------------- ----------------- ------------ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.09 or 4.10 of the Indenture, check the box: [ ] If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.09 or 4.10 of the Indenture, state the amount: ($1,000 or an integral multiple thereof)

ABOVE IS CHECKED. The undersigned represents and warrants that it the transfer is purchasing this Security for its own account being effected pursuant to and in accordance with Rule 903 or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A 904 under the Securities Act of 1933and, accordingly, the undersigned further certifies that (A) the transfer is not being made to a person in the United States and is aware (1) at the time the buy order was originated, the transferee was outside the United States or such transferor and any Person acting on its behalf reasonably believed and believes that the sale transferee was outside the United States or (2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (B) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act; (C) the transaction is not part of a plan or scheme to it evade the registration requirements of the Securities Act; and (D) if the proposed transfer is not being made in reliance on Rule 144A and acknowledges that it has received such information regarding prior to the Company as expiration of the undersigned has requested pursuant Restricted Period, the transfer is not being made to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. a U.S. Person. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED c/o M‑Systems Flash Disk Pioneers Ltd. 7 Atir Yeda St. Kfar-Saba 44425 Israel Attention: Chief Financial Officer Fax: + 900-0-000-0000 The undersigned represents registered owner of this Security hereby irrevocably exercises the option to convert this Security, or the portion hereof (which is $1,000 principal amount or a multiple thereof) below designated, into the Guarantor`s Ordinary Shares in accordance with the terms of the Indenture referred to in this Security, and warrants directs that it the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If shares or any portion of this Security not converted is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment issued in the Securitiesname of a person other than the undersigned, and it and any accounts for which it is acting are each able the undersigned will pay all transfer taxes payable with respect thereto. Any amount required to bear be paid to the economic risk undersigned on account of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretioninterest accompanies this Security. Dated: ------------------ ------------------------------ NOTICEYour Name: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of (Print your name exactly as it appears on the face of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianSecurity)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. ----------------------- Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Amount of Signature of Amount of decrease in Amount of increase in this Global Security authorized signatory Date of Principal Amount of Principal Amount of following such of Trustee or Exchange this Global Security this Global Security decrease or increase Securities Custodian _______ ______________ __________ ____________ ______________ OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, check either box: [ ] If you want to elect to have only part of this Global authorized decrease Security purchased by the Company pursuant to Section 3.7 or 3.9 of the Indenture, state the amount in increase in Security officer principal amount (must be integral multiple of Principal amount Principal amount following such Trustee or $1,000): $ Date: Your Signature --------- -------------------------------------- (Sign exactly as your name appears on the other side of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe Security)

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ ________________ ______________________________ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer 140 17 [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal mount of this Global Security is $ [ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of Signature of authorized Exchange Principal Amount of Principal Amount of this this Global authorized decrease in increase in Security officer signatory of Principal amount Principal amount Trustee or this Global Security Global Security following such Trustee or of this Global of this Global Securities Custodian decrease or Securities Date increase 141 18 OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, CHECK THE BOX: / / IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.09 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE 142 EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY] No. $__________ 83/4% Senior Subordinated Note due 2007 CUSIP No. ______ Stone Energy Corporation, a Delaware corporation, promises to pay to , or registered assigns, ---------------- the principal sum of Exchange Security Security increase CustodianDollars on September 15, 2007. --------------- Interest Payment Dates: March 15 and September 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. DatedDate: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ _______________ _________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount of this Global Note is $_________. The following increases or decreases in this Global Security Note have been made: Amount of decrease Amount of increase Principal amount of in Principal Amount in Principal Amount this Global Note Signature of Amount authorized Date of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global following such decrease signatory of Trustee or Securities Date Exchange Note Note or increase Notes Custodian --------- -------------------- ------------------- ------------------------ ----------------------- OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Exchange Security Security increase CustodianControl) of the Indenture, check the box: Asset Sale |_| Change of Control |_| If you want to elect to have only part of this Note purchased by the Issuers pursuant to Section 4.06 (Asset Sale) or Section 4.08 (Change of Control) of the Indenture, state the amount ($1000 or an integral multiple of $1000 in excess thereof):

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ -------------------- ----------------------------------- NOTICE: To be executed by an executive officer TO BE COMPLETE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and/or any such account falls within the definition of the term non-U.S. person set forth in Regulation S of the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Regulation S. The undersigned further represents and warrants that the transfer of this Note was made in an offshore transaction within the meaning of Regulation S. Dated: -------------------- ----------------------------------- NOTICE: To be executed by an executive officer TO BE COMPLETED BY PURCHASER IF (5) ABOVE IS CHECKED The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is an institutional "accredited investor" (as defined in within the meaning of Rule 501(a) (1501(a)(i), (2), (3) or (7) of Regulation D under the Securities Act) Act of 1933, as amended, and is aware that the sale to it is being made in reliance on the safe harbor provision set forth in Regulation D and acknowledges that it has such knowledge and experience in financial and business matters as a to be capable of evaluating the merits and risks of its investment in the Securities, and it Notes and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as investment and that it is aware that the case may be. It transfer or is acquiring relying upon the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretionundersigned's foregoing representations. Dated: ------------------ ------------------------------ -------------------- ----------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESFORM OF FACE OF EXCHANGE NOTE] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodian[INSERT APPROPRIATE LEGEND] TRW INC.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ Signature NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following initial principal amount of this Global Security is $_______ increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Date Custodian EXHIBIT E [FORM OF FACE OF 7.875% EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC). ANY TRANSFER, PLEDGE OR OTHER USE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. _ up to $225,000,000 7.875% Senior Note due 2006 CUSIP No. XXXXX APPAREL GROUP, INC., a Pennsylvania corporation, XXXXX APPAREL GROUP HOLDINGS, INC., a Delaware corporation, XXXXX APPAREL GROUP USA, INC., a Pennsylvania corporation, and NINE WEST GROUP INC. a Delaware corporation, promise to pay to Cede & Co., or registered assigns, the principal sum of Exchange Security Security increase Custodian$225,000,000 Dollars on June 15, 2006. Interest Payment Dates: June 15 and December 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ------------------------------- NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of amount of this Global authorized decrease in increase in Global Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase increase) Custodian

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF officer, general partner, trustee or similar representative. FORM OF GUARANTEE For value received, the undersigned hereby, jointly and severally, unconditionally guarantee, as principal obligor and not only as a surety, to the Holder of this Security the cash payments in United States dollars of principal of and interest on this Security in the amounts and at the times when due and interest on the overdue principal, interest, if any, and Additional Amounts with respect to this Security, if lawful, and the payment or performance of all other obligations of the Company under the Indenture (4as defined below) ABOVE IS CHECKED or the Securities, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article XIII of the Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The undersigned represents validity and warrants enforceability of any Guarantee shall not be affected by the fact that it is an institutional "accredited investor" (as not affixed to any particular Security. Capitalized terms used but not defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under herein shall have the Securities Act) and has such knowledge and experience in financial and business matters as meanings ascribed to be capable of evaluating the merits and risks of its investment them in the SecuritiesIndenture (the "Indenture") dated as of December 17, 2001 among AMVESCAP PLC, the Guarantors and it and any accounts for which it is acting are each able to bear the economic risk of its or their investmentSunTrust Bank, as trustee (the case may be"Trustee"). It The obligations of the undersigned to the Holders of Securities and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture and reference is acquiring hereby made to the Securities purchased Indenture for the precise terms of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. This Guarantee will be a senior unsecured obligation of the Guarantors and will rank pari passu in right of payment with all other existing and future senior unsecured obligations of the Guarantors. This Guarantee shall be governed by it for its account or for one or more accounts (each and construed in accordance with the laws of which the state of New York. This Guarantee is an institutional "accredited investor") as subject to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases release upon the terms set forth in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe Indenture.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ Signature NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it initial principal amount of this Global Security is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be$ . It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Exchange Amount of decrease in Principal Amount of of this Global authorized decrease in Security Amount of increase in Security officer of Principal amount Principal amount following such Trustee or Amount of this Global Security Principal Amount of this Global Security following such decrease or increase Signature of authorized signatory of Trustee or Securities Date Custodian UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. XXXXX APPAREL GROUP, INC., a Pennsylvania corporation, XXXXX APPAREL GROUP HOLDINGS, INC., a Delaware corporation, XXXXX APPAREL GROUP USA, INC., a Pennsylvania corporation, NINE WEST FOOTWEAR CORPORATION, a Delaware corporation, and XXXXX RETAIL CORPORATION, a New Jersey corporation, promise to pay to Cede & Co., or registered assigns, the principal sum of Exchange $ ( Dollars) on November 15, 2009. Interest Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. Additional provisions of this Security Security increase Custodianare set forth on the other side of this Security.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned transferee represents and warrants that it is an institutional "accredited investor" investor and that it is not a U.S. person (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D S under the Securities ActAct of 1933, as amended) and it is acquiring this Note from the registered holder thereof in an “offshore transaction” (as defined in Regulation S) pursuant to the exemption from registration under the Securities Act of 1933, as amended, provided by Regulation S thereunder. The undersigned transferee acknowledges and agrees that this Note has such knowledge not been registered under the Securities Act of 1933, as amended, and experience may not be transferred except in financial accordance with the resale and business matters as to be capable of evaluating the merits and risks of its investment other transfer restrictions set forth in the Securities, and it and any accounts for which it is acting are each able to bear legend on the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretionface thereof. Dated: ------------------ ------------------------------ NOTICE[Type or print name of transferee] By: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial outstanding principal amount of this Global Note is $ . The following increases exchanges of a part of this Global Note for an interest in another Global Note or decreases for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Security Note, have been made: Principal amount Signature * This schedule should be included only if the Note is issued in global form. THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTION 1272 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE DATE OF THE SECURITY IS [ ], 20[ ]. THE ISSUE PRICE OF THE SECURITY PER $1,000 OF PRINCIPAL AMOUNT, THE YIELD TO MATURITY AND THE AMOUNT OF THE ORIGINAL ISSUE DISCOUNT AND CAN BE OBTAINED BY SENDING A WRITTEN REQUEST TO THE COMPANY AT 000 XXXXXXXXXX XXXXXX, XXXXX 000 XXXXX XX, XXX XXXXXX 00000. CUSIP [ ] ISIN [ ] No. $ promises to pay to , or registered assigns, the principal sum of Amount Dollars on March 31, 2015. Interest Payment Dates: March 31 and September 30 Record Dates: March 15 and September 15 XXXXXXXXX MORTGAGE, INC. By: Name: Title: By: Name: Title: This is one of Amount of of this Global authorized decrease the Notes referred to in increase the within-mentioned Indenture: WILMINGTON TRUST COMPANY as Trustee By: Date: Capitalized terms used herein shall have the meanings assigned to them in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianthe Indenture referred to below unless otherwise indicated.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ________________ _______________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global authorized decrease in increase in Security officer following Signatory of Principal amount Principal amount following such Trustee or Global Security Global Security such decrease or increase Securities Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY AN ISSUER PURSUANT TO SECTION 4.06 (ASSET SALE) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET SALE [_] CHANGE OF CONTROL [_] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY AN ISSUER PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT: $ DATE: __________________ YOUR SIGNATURE: __________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE:_______________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 10% Senior Note due 2008 CUSIP No. ______ THE DERBY CYCLE CORPORATION, a Delaware corporation, and LYON INVESTMENTS B.V., a company organized under the laws of the Netherlands, as joint and several obligors, promise to pay to Cede & Co., or registered assigns, the principal sum [of Dollars] [listed on the Schedule of Increases or Decreases in Global Security attached hereto]/3/ on May 15, 2008. Payment Dates: May 15 and November 15. Record Dates: May 1 and November 1. ____________ /3/ Use the second set of bracketed language for a Global Security. Additional provisions of this Global Security are set forth on the other side of this Global decrease or Securities Date of Exchange Security Security increase CustodianSecurity.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 19331933 ("Rule 144A"), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ------------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIESNOTES] SCHEDULE A SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY NOTE The initial principal amount at maturity of this Global Note shall be $ . The following increases or decreases in this Global Security Note have been made: Principal amount Signature Date of Amount of decrease in Amount of increase in Principal amount of this Signature of authorized Exchange Principal Amount of this Principal Amount of this Global authorized decrease in increase in Security officer Note following signatory of Principal amount Principal amount following such Trustee or of this Global of this Note Global Note such decrease or increase Securities Date of Exchange Security Security increase CustodianCustodian -------- ------------------------ ------------------------ ------------------------- ----------------------------- EXHIBIT 2 TO APPENDIX A FORM OF FACE OF EXCHANGE NOTE [Global Notes Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. REGISTERED REGISTERED ARMCO INC. No $ ------ ------

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ :________ ______________________ Signature NOTICE: To be executed by an executive officer This certificate is in addition to any other certificates that may be required under the Indenture. EXHIBIT B FORM OF CERTIFICATE TO BE COMPLETE BY PURCHASER IF DELIVERED IN CONNECTION WITH TRANSFERS TO INSTITUTIONAL ACCREDITED INVESTORS WHICH ARE NOT QIBS This certificate is delivered to request a transfer of $[__________] principal amount of the __% Notes Due _____, (4the "Securities") ABOVE IS CHECKED issued by Marriott International, Inc. (the "Company"). Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows: Name:_____________________________ Address:_____________________________ Taxpayer ID Number:_____________________________ The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase Custodianyou that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICENotice: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF If you want to elect to have this Note purchased by the Company pursuant to Section 4.12 or 4.17 of the Indenture, check the box: If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.12 or 4.17 of the Indenture, state the amount in principal amount: $ (4Sign exactly as your name appears on the other side of this Note.) ABOVE IS CHECKED 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 in accordance with the Securities Exchange Act of 1934, as amended. PPC Escrow Corp. 000 Xxxxx Xxxxx Xxxxxx Xxxxxxxxx, Xxxxx 00000-0000 Attention: Xxxxxxx X. Xxxxxxx The undersigned represents and warrants that it Bank of New York 000 Xxxxxxx Xxxxxx Floor 8 W New York, New York 10286 Attention: Corporate Trust Department Telecopier No.: (000) 000-0000 Re: 9 1/4% Senior Subordinated Notes due November 15, 2013 Reference is an institutional "accredited investor" hereby made to the Indenture, dated as of November 21, 2003 (as defined in Rule 501(a) (1the “Indenture”), between PPC Escrow Corp., as issuer (2the “Issuer”), (3) or (7) and The Bank of Regulation D under New York, as trustee. Capitalized terms used but not defined herein shall have the Securities Act) and has such knowledge and experience in financial and business matters as meanings given to be capable of evaluating the merits and risks of its investment them in the SecuritiesIndenture. (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, and it and any accounts for which it is acting are each able in the principal amount of $ in such Note[s] or interests (the “Transfer”), to bear (the economic risk of its or their investment“Transferee”), as further specified in Annex A hereto. In connection with the case may be. It is acquiring Transfer, the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. DatedTransferor hereby certifies that: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianCHECK ALL THAT APPLY]

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF The following exchanges of a part of this Global Note for other 4.900% Senior Notes have been made: Date of Exchange Amount of Decrease in Principal Amount of this Global Note Amount of Increase in Principal Amount of this Global Note Principal Amount of this Global Note Following Such Decrease (4or Increase) ABOVE IS CHECKED Signature of Authorized Signatory of Trustee or Note Custodian Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of February 22, 2012, by and among Rock-Tenn Company (“Rock-Tenn”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the 4.450% Senior Notes due 2019 (the “2019 Notes”) and the 4.900% Senior Notes due 2022 (the “2022 Notes,” and together with the 2019 Notes, the “Notes”) and the obligations of Rock-Tenn under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of Rock-Tenn, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, 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 X of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The undersigned represents obligations of each Guarantor to the Holders and warrants to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of Rock-Tenn’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collection. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance or fraudulent transfer under applicable law. THE TERMS OF ARTICLE X OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of [NAME OF GUARANTOR] By: Name: Title: Rock-Tenn Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services Re: Rock-Tenn Company 4.450% Senior Notes due 2019 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is an institutional "accredited investor" being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as defined in Rule 501(a) amended (1the “Securities Act”), (2)and, (3) or (7) of Regulation D under accordingly, we hereby further certify that the Securities Act) and has such knowledge and experience in financial and business matters as Notes are being transferred to be capable of evaluating a person that we reasonably believe is purchasing the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it Notes for its account own account, or for one or more accounts (each of with respect to which is an institutional "accredited investor") as to each of which it such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. DatedYou and Rock-Tenn Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: ------------------ ------------------------------ NOTICEAuthorized Signature Signature guarantee: To (Signature must be executed guaranteed by an executive officer a participant in a recognized signature guarantee medallion program) Rock-Tenn Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services Re: Rock-Tenn Company 4.900% Senior Notes due 2022 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and Rock-Tenn Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [TO BE ATTACHED TO GLOBAL SECURITIESName of Transferor] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in this Global Security have a recognized signature guarantee medallion program) Rock-Tenn Company 000 Xxxxxxxx Xxxxxx Norcross, Georgia 30071 Attention: General Counsel HSBC Bank USA, National Association 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Facsimile: (000) 000-0000 Attention: Corporate Trust Services Re: Rock-Tenn Company 4.450 % Senior Notes due 2019 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $ aggregate principal amount of the Notes, we confirm that such sale has been made: Principal amount Signature effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or 1933, as amended (the “Securities Date of Exchange Security Security increase CustodianAct”), and, accordingly, we represent that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ ___________________________ ______________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount in Principal Amount this Global Security authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or signatory of this Global of this Global following such of Trustee or Security Security decrease or increase Securities Date Custodian OPTION OF HOLDER TO ELECT PURCHASE IF YOU WANT TO ELECT TO HAVE THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 (ASSET DISPOSITION) OR 4.08 (CHANGE OF CONTROL) OF THE INDENTURE, CHECK THE BOX: ASSET DISPOSITION [ ] CHANGE OF CONTROL [ ] IF YOU WANT TO ELECT TO HAVE ONLY PART OF THIS SECURITY PURCHASED BY THE COMPANY PURSUANT TO SECTION 4.06 OR 4.08 OF THE INDENTURE, STATE THE AMOUNT ($1,000 OR AN INTEGRAL MULTIPLE THEREOF): $ DATE: __________________ YOUR SIGNATURE: _____________________ (SIGN EXACTLY AS YOUR NAME APPEARS ON THE OTHER SIDE OF THE SECURITY) SIGNATURE GUARANTEE: ________________________________________________________ SIGNATURE MUST BE GUARANTEED BY A PARTICIPANT IN A RECOGNIZED SIGNATURE GUARANTY MEDALLION PROGRAM OR OTHER SIGNATURE GUARANTOR ACCEPTABLE TO THE TRUSTEE EXHIBIT B [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. No. $__________ 9% Senior Secured Note due 2010 CUSIP No. ______ ISIN No. _ LAND O'LAKES, INC., a Minnesota cooperative corporation, promises to pay to [Cede & Co.], or registered assigns, the principal sum [of Exchange Dollars] [listed on the Schedule of Increases or Decreases in Global Security Security increase Custodianattached hereto] on December 15, 2010. Interest Payment Dates: June 15 and December 15.

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer TO BE COMPLETE BY PURCHASER IF (4) ABOVE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" (as defined in Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act) and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Securities, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investment, as the case may be. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretion. Dated: ------------------ ------------------------------ :_________________________ ____________________________________________ NOTICE: To be executed by an executive officer [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The initial principal amount of this Global Security is $[ ]. The following increases or decreases in this Global Security have been made: Principal amount Signature Date of Amount of decrease Amount of increase Principal amount of Signature of Exchange in Principal Amount in Principal Amount this Global Security authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or signatory of this Global of this Global following such of Trustee or Security Security decrease or increase Securities Date of Exchange Security Security increase CustodianCustodian EXHIBIT A [FORM OF FACE OF EXCHANGE SECURITY] [Global Securities Legend] UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. _____________________

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "“qualified institutional buyer" ” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's ’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.10, Section 4.22 and Section 4.23 of the Indenture, check the appropriate box: If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.10, Section 4.22 or Section 4.23 of the Indenture, state the amount you elect to have purchased: $ (multiple of $1,000) Date: Your signature: (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 (i) the Securities Transfer Agent Medallion Program (“STAMP”); (ii) The New York Stock Exchange Medallion Program (“MNSP”); (iii) The Stock Exchange Medallion Program (“SEMP”); or (iv) such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, MNSP or SEMP, all in accordance with the U.S. Securities Exchange Act of 1934, as amended. The following exchanges of an interest in this Global Note for an interest in another Global Note, or exchanges of an interest in another Global Note for an interest in this Global Note have been made: FORM OF 113/4% SENIOR SECURED NOTE UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR OF DTC. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUERS OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. [[FOR REGULATION S GLOBAL NOTE ONLY] UNTIL 40 DAYS AFTER THE LATER OF COMMENCEMENT OR COMPLETION OF THE OFFERING, AN OFFER OR SALE OF SECURITIES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A THEREUNDER.] THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO THE ISSUERS, (II) WITHIN THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1),(2),(3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT AT MATURITY OF NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, OR (V) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH OF CASES (I) THROUGH (V) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. EXCEPT AS SET FORTH BELOW, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE SECURITIES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE “40-DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING OF RULE 903(b)(2) OF REGULATION S UNDER THE SECURITIES ACT) AND THEN ONLY UPON CERTIFICATION IN FORM REASONABLY SATISFACTORY TO THE TRUSTEE THAT SUCH BENEFICIAL INTERESTS ARE OWNED EITHER BY NON-U.S. PERSONS OR U.S. PERSONS WHO PURCHASED SUCH INTERESTS IN A TRANSACTION THAT DID NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. DURING SUCH 40-DAY DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY ONLY BE SOLD, PLEDGED OR TRANSFERRED (I) TO THE ISSUERS, (II) OUTSIDE THE UNITED STATES IN A TRANSACTION IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. HOLDERS OF INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL NOTIFY ANY PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO ABOVE, IF THEN APPLICABLE. AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN A RULE 144A GLOBAL NOTE ONLY IF (1) SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH RULE 144A AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS BEING TRANSFERRED (A) TO A PERSON WHO THE TRANSFEROR REASONABLY BELIEVES TO BE COMPLETE BY PURCHASER A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, (B) TO A PERSON WHO IS PURCHASING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, AND (C) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. AFTER THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, BENEFICIAL INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE EXCHANGED FOR INTERESTS IN AN IAI GLOBAL NOTE ONLY IF (41) ABOVE SUCH EXCHANGE OCCURS IN CONNECTION WITH A TRANSFER OF THE NOTES IN COMPLIANCE WITH AN EXEMPTION UNDER THE SECURITIES ACT AND (2) THE TRANSFEROR OF THE REGULATION S GLOBAL NOTE FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT THE REGULATION S GLOBAL NOTE IS CHECKED The undersigned represents and warrants that it is an institutional "accredited investor" BEING TRANSFERRED (as defined in Rule 501(aA) (1TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) or OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL INVESTOR ACQUIRING THE NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT AT MATURITY OF NOTES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. BENEFICIAL INTERESTS IN A RULE 144A GLOBAL NOTE OR AN IAI GLOBAL NOTE MAY BE TRANSFERRED TO A PERSON WHO TAKES DELIVERY IN THE FORM OF AN INTEREST IN THE REGULATION S GLOBAL NOTE, WHETHER BEFORE OR AFTER THE EXPIRATION OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD, ONLY IF THE TRANSFEROR FIRST DELIVERS TO THE TRUSTEE A WRITTEN CERTIFICATE (IN THE FORM ATTACHED TO THIS CERTIFICATE) TO THE EFFECT THAT SUCH TRANSFER IS BEING MADE IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S OR RULE 144 (IF AVAILABLE). IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. For value received, each of Regulation D the undersigned and their respective successors or assigns (collectively, the “Guarantors”) under the Securities ActIndenture dated as of December 22, 2009, among the United Maritime Group, LLC, a Florida limited liability company (the “Company”), United Maritime Group Finance Corp., a Delaware corporation (“Finance Corp.,” and together with the Company, the “Issuers”), the Guarantors and Xxxxx Fargo Bank, National Association, as Trustee, Security Trustee and Collateral Agent (the “Indenture”) has jointly and has severally with each of the other Guarantors, irrevocably and unconditionally guaranteed on a senior secured basis to the extent set forth in Article Ten of the Indenture (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes, whether at maturity, by acceleration or otherwise, and the due and punctual performance of all other Obligations of the Issuers to the Holders or the Trustee all in accordance with the terms set forth in this Note, the Indenture and the Collateral Documents and (ii) in case of any extension of time of payment or renewal of any Notes or any of such knowledge and experience other obligations, that the same will be promptly paid in financial and business matters as full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Capitalized terms used herein have the meanings assigned to be capable of evaluating the merits and risks of its investment them in the SecuritiesIndenture unless otherwise indicated. THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE “GUARANTEE”) AND THE INDENTURE ARE EXPRESSLY SET FORTH IN ARTICLE TEN OF THE INDENTURE AND REFERENCE IS HEREBY MADE TO THE INDENTURE FOR THE PRECISE TERMS OF THE GUARANTEE AND ALL OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF A NOTE, and it and any accounts for which it is acting are each able to bear the economic risk of its or their investmentBY ACCEPTING THE SAME, as the case may be(A) AGREES TO AND SHALL BE BOUND BY SUCH PROVISIONS AND (B) APPOINTS THE TRUSTEE AS ATTORNEY-IN-FACT FOR SUCH HOLDER FOR SUCH PURPOSES. It is acquiring the Securities purchased by it for its account or for one or more accounts (each of which is an institutional "accredited investor") as to each of which it exercises sole investment discretionTHIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Dated: ------------------ ------------------------------ NOTICE: To be executed by an executive officer [THIS IS A CONTINUING GUARANTEE AND SHALL REMAIN IN FULL FORCE AND EFFECT AND SHALL BE BINDING UPON EACH GUARANTOR AND ITS SUCCESSORS AND ASSIGNS UNTIL FULL AND FINAL PAYMENT OF ALL OF THE ISSUERS’ OBLIGATIONS UNDER THE NOTES AND THE INDENTURE OR UNTIL RELEASED OR LEGALLY DEFEASED IN ACCORDANCE WITH THE INDENTURE AND SHALL INURE TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE TRUSTEE AND THE HOLDERS, AND, IN THE EVENT OF ANY TRANSFER OR ASSIGNMENT OF RIGHTS BY ANY HOLDER OR THE TRUSTEE, THE RIGHTS AND PRIVILEGES HEREIN CONFERRED UPON THAT PARTY SHALL AUTOMATICALLY EXTEND TO AND BE ATTACHED VESTED IN SUCH TRANSFEREE OR ASSIGNEE, ALL SUBJECT TO GLOBAL SECURITIES] SCHEDULE THE TERMS AND CONDITIONS HEREOF. THIS IS A GUARANTEE OF INCREASES PAYMENT AND PERFORMANCE AND NOT OF COLLECTIBILITY. THIS GUARANTEE SHALL NOT BE VALID OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: Principal amount Signature of Amount of Amount of of this Global authorized decrease in increase in Security officer of Principal amount Principal amount following such Trustee or of this Global of this Global decrease or Securities Date of Exchange Security Security increase CustodianOBLIGATORY FOR ANY PURPOSE UNTIL THE CERTIFICATE OF AUTHENTICATION ON THE NOTE 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.