Common use of ABOVE IS CHECKED Clause in Contracts

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 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. Date: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 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 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. Date[Name of Transferee] Dated: ___________________ NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-XxxxxThe following exchanges of a part of this Global Note for other 8.50% Senior Secured Notes due 2017 have been made: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, Xxxxx dated as of November 20, 2009, by and among Toys “R” Us Property Company II , LLC (“the Company”), the Guarantors party thereto from time to time after the Issue Date, Toys “R” Us, Inc., the Trustee and Collateral Agent (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the 8.50% Senior Secured 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 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 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 II , LLC Xxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Xxx Wayne, NJ 07470 Attention: Chief Financial Officer and General Counsel The Bank of New York Trust CompanyMellon Corporate Finance Xxxx 000 Xxxxxxx Xxxxxx, N.A. Facsimile: Floor 8W New York, New York 10286 Attention: Toys “R” Us Property II - Trustee Re: ___Toys “R” Us Property Company II , LLC 8.50% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 2017 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “CompanyNotes”) Ladies and The Bank of New York Trust Company, N.A., as trustee. Gentlemen: In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) at maturity of the CompanyNotes, we confirm hereby certify that such sale has been transfer is being effected pursuant to and in accordance with Regulation S 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 Toys “R” Us Property Company II , 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: Authorized Signature Signature guarantee: __________________________ (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Toys “R” Us Property Company II , 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 II - Trustee Re: Toys “R” Us Property Company II , LLC 8.50% Senior Secured 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 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 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. DateDated: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 FacsimileThe following increases or decreases in this Global Note have been made: 300-000-0000 Attention: The Bank If you want to elect to have all or any part of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made this Note purchased by the Company pursuant to Section 4.13 or Section 4.19 of the Indenture, dated check the appropriate box: o Section 4.13 o Section 4.19 If you want to have only part of the Note purchased by the Company pursuant to Section 4.13 or Section 4.19 of the Indenture, state the amount you elect to have purchased: $ Date: (Sign exactly as your name appears on the face of May 31, 2006 this Note) Signature Guaranteed Transferee Letter of Representation Xxxxx Media Corp. c/o [ ] Location: Corporate Trust Department Dear Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 7?% Senior Subordinated Notes due 2018 (the “IndentureNotes”), between Rxxxxxxx American Inc., as issuer ) of Xxxxx Media Corp. (the “Company”) and The Bank of New York Trust Company). Upon transfer, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured the Notes due 20___(the “Notes”) would be registered in the name of the Company, we confirm that such sale has been effected pursuant new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent you that:

ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note 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 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. DateDated: ----------------------------- ----------------------------------------- NOTICE: To be executed by an executive officer Rxxxxxxx American EXHIBIT B-2 FORM OF LETTER TO BE DELIVERED BY ACCREDITED INVESTORS Diamond Offshore Drilling, Inc. 400 Xxxxx 15410 Xxxx Xxxxxx Xxxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile00000 Xxtention: 300-000-0000 AttentionCorporate Secretary The Chase Manhattan Bank, as Security Registrar 450 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xxtention: The Bank Corporate Trust Administration Dear Sirs: We are delivering this letter in connection with the proposed transfer of New York Trust Company, N.A. Facsimile: Attention: Re: $___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate __________ principal amount of ___the 1 1/2% Convertible Senior Secured Notes Debentures due 20___(the “Notes”2031 (the "Debentures") of Diamond Offshore Drilling, Inc. (the "Company"), which are convertible into shares of Common Stock of the Company, we . We hereby confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 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 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 foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date: 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 by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxxa member of the Securities Transfer Agents Medallion Program (“STAMP”), Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The Bank of the New York Trust Company, N.A. FacsimileStock Exchange Medallion Signature Program (“MSP”) or the Stock Exchange Medallion Program (“SEMP”) DTC Participant Number: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made FORM OF FIRST AMENDMENT (this “First Amendment”) to the IndentureINTERCREDITOR AGREEMENT, dated as of May 31February 26, 2006 2007 (as amended through the date hereof, the “IndentureIntercreditor Agreement”), between Rxxxxxxx American Inc.by and among PRIMUS TELECOMMUNICATIONS HOLDING, as issuer INC., a Delaware corporation (the “Company”) and The Bank of New York Trust Company), N.A.PRIMUS TELECOMMUNICATIONS GROUP, as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended INCORPORATED (the “Securities ActParent”), andPRIMUS TELECOMMUNICATIONS IHC, accordinglyINC., we represent that: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 the Intercreditor Agreement)) (in such capacity, the “First Lien Collateral Agent”), and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Second Lien Obligations (as defined in the Intercreditor Agreement) (in such capacity, the “Second Lien Collateral Agent”), is dated as of the First Amendment Effective Date (as defined below). Unless otherwise noted herein, terms defined in the Intercreditor Agreement and used herein shall have the meanings given to them in the Intercreditor Agreement.

ABOVE IS CHECKED. The undersigned (i) represents and warrants that it is purchasing this 6 5/8% Note for its own account or for 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 1933, (ii) is aware that the sale to it is being made in reliance on Rule 144A 144A, (iii) acknowledges that this 6 5/8% Note has not been registered under the Securities Act and acknowledges may not be sold except in compliance with the legend on the face of this 6 5/8% Note and 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 (iv) 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. DateDated: NOTICE: To be executed by an [Signature of executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimileof purchaser] Name: 300-000-0000 AttentionTitle: The Bank If you wish to have this 6 5/8% Note purchased by the Company pursuant to Section 1014 (Asset Disposition) or Section 1016 (Change of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to Control) of the Indenture, check the Box: o Section 1014 o Section 1016 If you wish to have a portion of this 6 5/8% Note purchased by the Company pursuant to Section 1014 or Section 1016 of the Indenture, state the amount: $ Date: Your Signature: (Sign exactly as your name appears on the other side of this 6 5/8% Note) Signature Guarantee: (Signature must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”) or such other signature guarantee program as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, SEMP, or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.) THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of May 31, 2006 , among [GUARANTOR] (the “IndentureNew Subsidiary Guarantor”), between Rxxxxxxx American Inc.a subsidiary of Newfield Exploration Company (or its successor), as issuer a Delaware corporation (the “Company”) ), NEWFIELD EXPLORATION COMPANY [, on behalf of itself and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended Subsidiary Guarantors (the “Securities ActExisting Subsidiary Guarantors”) under the indenture referred to below,] and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”), and, accordingly, we represent that:,

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 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. Date: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the 20 (the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 Note 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 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. DateDated: --------------------------------- --------------------------------- NOTICE: To be executed by an executive officer Rxxxxxxx American XXXXXXX X [FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR] Weatxxxxxxx Xxxernational, Inc. 400 515 Xxxx Xxx Xxxxxxxxx Xxxxx Xxxx Xxxxxx Xx. 000 Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: The 00000 Xxe Bank of New York Trust Company101 Xxxxxxx Xxxxxx, N.A. Facsimile: Attention: 21W New York, New York 10286 Re: ___% Zero Coupon Convertible Senior Secured Notes Debentures due [2007] [2009] [2010][2012][2015]. 2020 of Weatxxxxxxx Xxxernational, Inc., a Delaware corporation (CUSIP: 947000XX0) Reference is hereby made to the Indenture, dated as of May 3117, 2006 1996, as supplemented by the First Supplemental Indenture thereto, dated as of May 27, 1998, and the Second Supplemental Indenture thereto, dated as of June 30, 2000 (the “"Indenture”"), between Rxxxxxxx American Inc.Weatxxxxxxx Xxxernational, as issuer Inc. (the “"Company”") and The Bank of New York Trust Company, N.A.York, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. In connection with our proposed sale purchase of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent thatof:

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 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. Date: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: ___________________________ The Bank of New York Trust Company, N.A. ______________________________________ ______________________________________ Facsimile: _____________________________ Attention: ___________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 Note 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 Act, 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. Date: NOTICEDated:_________________ Notice: To be executed by an executive officer Rxxxxxxx American Marvell Technology, Inc. 400 Xxxxx 0000 X. Xxxx Xxxxxx Xxxxxxx-XxxxxXxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000-00000 U.S Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 FacsimileXxx Xxxxxxxxx, XX 00000 Attn: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: D. Xxxxx (Marvell Technology) Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. 2023 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of May 314, 2006 2021 (together with the Base Indenture, the “Indenture”), between Rxxxxxxx American Marvell Technology, Inc., a Delaware corporation, as issuer (the “Company”) ), and The U.S. Bank of New York Trust Company, N.A.National Association, as trusteetrustee (the “Trustee”). In Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with our proposed sale the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name: Title: The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been made: To: Marvell Technology, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Marvell Technology, Inc. (the “Company”) as to the occurrence of a Change of Control Repurchase Event with respect to the Company and hereby directs the Company to pay, or cause the Trustee to pay, an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (in an aggregate principal amount of at least $2,000 or a multiple of $1,000 in excess thereof) as designated below to be repurchased, plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): ___% Senior Secured Notes due 20___(the “Notes”) ______ Remaining principal amount following such repurchase: _________ By: Authorized Signatory [Insert the Global Note Legend, if applicable, pursuant to the provisions of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:Indenture]

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 a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933 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 foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date[Name of Transferee] Dated: NOTICE: To be executed by an executive officer Rxxxxxxx American The following exchanges of a part of this Global Note for other Notes have been made: EXHIBIT B Xxxxxx X. Xxxxxxx & Son, Inc. 400 Xxxxx 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 00000 Facsimile: 300-(000) 000-0000 Attention: The Bank of New York General Counsel Email: Xxxx.Xxxxxx@xxxxxxx.xxx Xxxxx Fargo Bank, National Association Corporate Trust CompanyServices – DAPS REORG MAC N9303-121 000 Xxxxx 0xx Xxxxxx – 0xx Xxxxx Xxxxxxxxxxx, N.A. XX 00000 Facsimile: Attention(000) 000-0000 Phone: (000) 000-0000 Email: XXXXXXXXX@xxxxxxxxxx.xxx Re: ___Xxxxxx X. Xxxxxxx & Son, Inc. 8.50% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 2028 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “CompanyNotes”) Ladies and The Bank of New York Trust Company, N.A., as trustee. Gentlemen: In connection with our proposed sale of $ $________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) at maturity of the CompanyNotes, we confirm hereby certify that such sale has been transfer is being effected pursuant to and in accordance with Regulation S 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 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: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) EXHIBIT C Xxxxxx X. Xxxxxxx & Son, Inc. 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: General Counsel Email: Xxxx.Xxxxxx@xxxxxxx.xxx Xxxxx Fargo Bank, National Association Corporate Trust Services – DAPS REORG MAC N9303-121 000 Xxxxx 0xx Xxxxxx – 0xx Xxxxx Xxxxxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Phone: (000) 000-0000 Email: XXXXXXXXX@xxxxxxxxxx.xxx Re: Xxxxxx X. Xxxxxxx & Son, Inc. 8.50% Senior Secured Notes due 2028 (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 Note 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 Act, 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. Date: NOTICEDated:_________________ Notice: To be executed by an executive officer Rxxxxxxx American Marvell Technology, Inc. 400 Xxxxx 0000 X. Xxxx Xxxxxx Xxxxxxx-XxxxxXxxxxx, Xxxxx 0000 Xxxxxxxxxx, Xxxxxxxx 00000-19801 U.S. Bank National Association Xxx Xxxxxxxxxx Xxxxxx, Xxxxx 0000 FacsimileXxx Xxxxxxxxx, XX 00000 Attn: 300-000-0000 Attention: The Bank of New York Trust Company, N.A. Facsimile: Attention: D. Xxxxx (Marvell Technology) Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. 2028 Reference is hereby made to the Indenture, dated as of April 12, 2021 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of May 314, 2006 2021 (together with the Base Indenture, the “Indenture”), between Rxxxxxxx American Marvell Technology, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. [•] (the “Owner”) owns and proposes to exchange the Security[ies] or interest in such Security[ies] specified herein, in the principal amount of $[•] in such Security[ies] or interests (the “Exchange”). The Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Security[ies] or interest in such Security[ies] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and are dated [•]. [Insert Name of Transferor] By: Name Title: The initial principal amount of this Global Note is DOLLARS ($ ). The following exchanges of a part of this Global Note for certificated Securities or a part of another Global Note have been made: To: Marvell Technology, Inc. The undersigned registered owner of this Security hereby acknowledges receipt of a notice from Marvell Technology, Inc. (the “Company”) as to the occurrence of a Change of Control Repurchase Event with respect to the Company and hereby directs the Company to pay, or cause the Trustee to pay, an amount in cash equal to 101% of the aggregate principal amount of the Notes, or the portion thereof (in an aggregate principal amount of at least $2,000 or a multiple of $1,000 in excess thereof) as designated below to be repurchased, plus interest accrued and unpaid to, but excluding, the repurchase date, except as provided in the Indenture. The undersigned hereby agrees that the Notes will be repurchased as of the Change of Control Payment Date pursuant to the terms and conditions thereof and the Indenture. Dated: Signature: Principal amount to be repurchased (at least $2,000 or a multiple of $1,000 in excess thereof): _________ Remaining principal amount following such repurchase: _________ By: Authorized Signatory [ ] SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of [ ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing Entities” and each a “Guaranteeing Entity”), Marvell Technology, Inc., as issuer (the “Company”) ), and The U.S. Bank of New York Trust CompanyNational Association, N.A.a national banking association, as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S Trustee under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:Indenture referred to below.

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 a “qualified 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. DateDated: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 FacsimileThe following increases or decreases in this Global Note have been made: 300-000-0000 Attention: The Bank If you want to elect to have all or any part of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007] [2009] [2010][2012][2015]. Reference is hereby made this Note purchased by the Company pursuant to Section 4.13 or Section 4.19 of the Indenture, dated check the appropriate box: o Section 4.13 o Section 4.19 If you want to have only part of the Note purchased by the Company pursuant to Section 4.13 or Section 4.19 of the Indenture, state the amount you elect to have purchased: $ Date: (Sign exactly as your name appears on the face of May 31, 2006 this Note) Signature Guaranteed Transferee Letter of Representation Xxxxx Media Corp. c/o [ ] Location: Corporate Trust Department Dear Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 93/4% Senior Notes due 2014 (the “IndentureNotes”), between Rxxxxxxx American Inc., as issuer ) of Xxxxx Media Corp. (the “Company”) and The Bank of New York Trust Company). Upon transfer, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___% Senior Secured the Notes due 20___(the “Notes”) would be registered in the name of the Company, we confirm that such sale has been effected pursuant new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent you that:

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 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. Date: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 Attention: _____________________________ The Bank of New York Trust Company, N.A. _______________________________________ _______________________________________ Facsimile: ____________________________ Attention: ____________________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 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. Date: NOTICE: To be executed by an executive officer Rxxxxxxx American Inc. 400 401 Xxxxx Xxxx Xxxxxx Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000-0000 FacsimileXxcsimile: 300-000-0000 Attention: _______________________ The Bank of New York Trust Company, N.A. _______________________________ _______________________________ Facsimile: _______________________ Attention: _______________________ Re: ___% Senior Secured Notes due [20072013] [20092016] [2010][2012][20152018]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ $____________ aggregate principal amount of ___% Senior Secured Notes due 20___(the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States 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 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 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. DateDated: NOTICENotice: To be executed by an executive officer Rxxxxxxx American If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.06 of the Note Agreement, check the box: If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.06 or 4.08 of the Note Agreement, 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 Act of 1934, as amended. Affinion Group, Inc. 400 0 Xxxx Xxxxx Xxxx Xxxxxx Xxxxxxx-XxxxxXxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 Facsimile: 300-000-0000 XX 00000 Attention: The Bank General Counsel Ladies and Gentlemen: This certificate is delivered to request a transfer of New York Trust Company, N.A. Facsimile: Attention: Re: ___% Senior Secured Notes due [2007$[ ] [2009] [2010][2012][2015]. Reference is hereby made to the Indenture, dated as of May 31, 2006 (the “Indenture”), between Rxxxxxxx American Inc., as issuer (the “Company”) and The Bank of New York Trust Company, N.A., as trustee. In connection with our proposed sale of $ aggregate principal amount of ___the 13.50% Senior Secured Subordinated Notes due 20___(the 2018 (the “Notes”) of the CompanyAffinion Group, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933Inc., as amended a Delaware corporation (the “Securities ActIssuer”). Upon transfer, and, accordingly, we represent thatthe Notes would be registered in the name of the new beneficial owner as follows: Name: