Common use of Form of Reverse of Note Clause in Contracts

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company issued in one or more series (the "Securities") under an indenture, dated as of March 8, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company (herein called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March 8, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 159, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “Indenture"”, which term shall have the meaning assigned to it in such instrument), as supplemented by a Fifth First Supplemental Indenture dated as of January 10March 9, 2006 2004 (herein called the "Fifth “First Supplemental Indenture"”), as further supplemented by a Second Supplemental Indenture dated as of March 9, 2004 (herein called the “Second Supplemental Indenture”), and as further supplemented by a Third Supplemental Indenture dated as of April 27, 2004 (herein called the “Third Supplemental Indenture”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture) and JPMorgan Chase Bank, N.A., as Trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth First Supplemental Indenture (the Original Indenture, as further supplemented by the Fifth Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. In the event of redemption of this Note in part only, a new Note of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5, as supplemented by the First Supplemental Indenture, as further supplemented by the Second Supplemental Indenture and as further supplemented by the Third Supplemental Indenture. All payments of principal and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has we have given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge imposed with respect to a Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect any series of claims made against the Company or the Guarantor;Notes; and (v) where such withholding or deduction is imposed any payment on a payment Note to an individual and a Holder who is required to be made pursuant to any European Union Directive on a fiduciary or partnership or a person other than the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect sole beneficial owner of any combination such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding payment would not have been entitled to the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of informationhad such beneficiary, documentation or other evidence described in such clause (i) would be materially more oneroussettlor, in form, in procedure or in the substance of information disclosed, to a Holder member or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to been the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company (herein called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March 8, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 159, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “Indenture"”, which term shall have the meaning assigned to it in such instrument), as supplemented by a Fifth First Supplemental Indenture dated as of January 10March 9, 2006 2004 (herein called the "Fifth “First Supplemental Indenture"”), as further supplemented by a Second Supplemental Indenture dated as of March 9, 2004 (herein called the “Second Supplemental Indenture”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture) and JPMorgan Chase Bank, N.A., as Trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth First Supplemental Indenture (the Original Indenture, and as further supplemented by the Fifth Second Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. In the event of redemption of this Note in part only, a new Note of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5, as supplemented by the First Supplemental Indenture and as further supplemented by the Second Supplemental Indenture. All payments of principal and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has we have given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge imposed with respect to a Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect any series of claims made against the Company or the Guarantor;Notes; and (v) where such withholding or deduction is imposed any payment on a Note to a Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to an individual and is required to be made pursuant to any European Union Directive on the taxation Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of savings implementing the conclusions such Note. For purposes of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced provisions described in order to conform to, such directive; or Clause (vii) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "“Holder" ” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]beneficial

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series (the "Securities") “Notes”), issued under an indentureIndenture, dated as of March 8June 28, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2012 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “Base Indenture"”), as supplemented by a Fifth Supplemental Indenture dated as between the Company and The Bank of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank, N.A.New York Mellon, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Fourth Supplemental Indenture dated as of August 7, 2012 (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. If, prior to August 7, 2041, the United Kingdom adopts the euro as its lawful currency in accordance with the Treaty Establishing the European Community, as amended from time to time, this Note will be re-denominated into euro, and the regulations of the European Commission relating to the euro shall apply to this Note as so re-denominated. The circumstances and consequences described in this paragraph will not entitle the Company, the Trustee or any Holder of this Note to redeem early, rescind or receive notice relating to this Note, repudiate the terms of this Note or the Indenture, raise any defense, request any compensation or make any claim, nor will these circumstances and consequences affect any of the Company’s other obligations under this Note or the Indenture. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal principal, premium, if any, and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been are imposed but for solely because of (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has we have given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a such Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge imposed with respect to a such Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantorsuch Note; (v) where of any payment on such withholding Note to a Holder who is a fiduciary or deduction is partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Note; (vi) of any tax, duty, assessment or other governmental charge imposed on a payment to an individual and is required to be made pursuant to any European Union Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of November 26-26 and 27, 2000 2000, December 13, 2001, and January 21, 2003, or any law or agreement implementing or complying with, or introduced in order to conform to, such a directive; orand (vivii) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest items in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause clauses (i) above shall not apply if through (avi) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect theretoabove. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company (herein collectively called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March 89, 2002 2004 and as amended and previously supplemented by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth First Supplemental Indenture dated as of January 10March 9, 2006 2004, the Second Supplemental Indenture dated as of March 9, 2004 and the Third Supplemental Indenture dated as of April 27, 2004 (herein called the "Fifth “Indenture”, which term shall have the meaning assigned to it in such instrument), as further supplemented by the Fourth Supplemental Indenture dated as of November 3, 2004 (the “Fourth Supplemental Indenture"”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture) and JPMorgan Chase Bank, N.A., as Trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as further supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Fourth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. In the event of redemption of this Note in part only, a new Note of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5, as further supplemented by the Fourth Supplemental Indenture. All payments of principal and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has we have given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge imposed with respect to a Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect any series of claims made against the Company or the Guarantor;Notes; and (v) where such withholding or deduction is imposed any payment on a Note to a Holder who is a fiduciary or partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to an individual and is required to be made pursuant to any European Union Directive on the taxation Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of savings implementing the conclusions such Note. For purposes of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced provisions described in order to conform to, such directive; or Clause (vii) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "“Holder" ” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's ’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's ’s obligation to pay Additional Amounts set forth in clause Clause (ii)(B) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause Clause (ii)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]beneficial

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 5.00% SENIOR NOTES DUE 2029 (herein called the “Notes”), issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10August 6, 2006 2008, between the Company and The Bank of New York Mellon, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee thereunder), as supplemented and amended by the Nineteenth Supplemental Indenture dated as of February 9, 2024, among the Company, as issuer of the Notes, the Trustee and Xxxxxx Communications Canada Inc., a corporation organized under the Indenturelaws of Canada (“RCCI”), and as Guarantor, (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the GuarantorRCCI, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If Payment of the principal of (and premium, if any) and interest on this Note is a Global Notewill be made in United States dollars. The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the Base Indenture. On or before each Interest Payment Date, then insert: This Note is a Global Note the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the due and is punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, RCCI has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. RCCI will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 10 nor more than 60 days’ prior notice at any time and from time to time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the provisions option of the Indenture relating Company: (i) prior to Global Notes.] The following abbreviationsthe Par Call Date, when used in at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the inscription greater of: (1) 100% of the face principal amount of this Notethe Notes to be redeemed, shall and (2) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes to be construed as though they were written out redeemed are scheduled to mature on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus the Applicable Basis Points less (b) accrued and unpaid interest on the Notes to be redeemed to the Redemption Date, plus, in full according either case, accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the Par Call Date, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]Redemption Date.

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.00% Senior Notes due 2022 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10May 26, 2006 2009 between the Company and CIBC Mellon Trust Company, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureNinth Supplemental Indenture dated as of June 4, 2012 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of On or before each Interest Payment Date, the series designated Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the Guarantor. 3option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes shall may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and Cdn$1,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]within-mentioned Indenture. CIBC Mellon Trust Company By

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.70% Senior Notes due 2020 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"”) dated as of May 26, 2009 between the Company and CIBC Mellon Trust Company, as trustee (herein called the “Trustee”, which term includes any successor trustee thereunder), as supplemented and amended by a the Fifth Supplemental Indenture dated as of January 10September 29, 2006 (herein called the "Fifth Supplemental Indenture"), 2010 among the Company, Rxxxxx Communications Partnership, an Ontario partnership (the Guarantor “Guarantor”), and JPMorgan Chase Bank, N.A., as the Trustee (herein called the "Trustee," which term includes any successor trustee under “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of On or before each Interest Payment Date, the series designated Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the Guarantor. 3option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes shall may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and Cdn$1,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]within-mentioned Indenture. By

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company (herein collectively called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March 89, 2002 2004, as amended and supplemented by a third supplemental indenturethe Fifth Supplemental Indenture, dated as of January 15December 14, 2004 (2004, and the indenture Eighth Supplemental Indenture, dated as of March 8September 29, 20022006 (the “Indenture”, as so amended and supplemented, herein called which term shall have the "Original Indenture"meaning assigned to it in such instrument), and as further supplemented by a Fifth the Ninth Supplemental Indenture dated as of January 10December 18, 2006 (herein called the "Fifth “Ninth Supplemental Indenture"”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (herein called the “Guarantor”, which term includes any successor Person under the Indenture) and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Ninth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event Payment of Default or Illegality Event with respect to Notes shall occur principal, interest, Additional Amounts and be continuing, the principal of all of the Notes may be declared any other amounts due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxesmade, dutiesexcept as provided below, assessments or governmental charges of whatever nature imposedin Dollars, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required in amounts determined by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In Calculation Agent by translating the event of any withholding or deduction for any Foreign Taxes, corresponding Peso amounts into Dollars at the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes Settlement Rate on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate Rate Calculation Date applicable to the Holder of such Notesrelevant Interest Payment Date, andRedemption Date, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof other Maturity or payment date for Defaulted Interest pursuant to Section 10.7 306 of the Base Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at For the election purposes of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]translating Peso amounts into Dollars:

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company issued in one or more series (the "“Securities"”) under an indentureIndenture, dated as of March 8December 3, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2003 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "“Original Indenture",” which term shall have the meaning assigned to it in such instrument), as supplemented by a Fifth First Supplemental Indenture dated as of January 10December 3, 2006 2003 (herein called the "Fifth “First Supplemental Indenture"”), among the Company, the Guarantor and JPMorgan Chase Bank, N.A.Deutsche Bank Trust Company Americas, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Original Indenture), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth First Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "“Notes"”). 2, initially limited in aggregate principal amount to $200,000,000. The full and punctual payment of the principal principal, premium, if any, and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3. In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. The Original Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Original Indenture. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Original Indenture. 5, as supplemented by the First Supplemental Indenture. All payments of principal and interest in respect of the Notes and the Guaranty shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign “Withholding Taxes"”) except to the extent that such Foreign Withholding Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Withholding Taxes, the Company or the Guarantor, as the case may be, shall shall, subject to the exceptions set forth in the First Supplemental Indenture, pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Withholding Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Original Indenture, the First Supplemental Indenture or the issuance of the Notes or the Guaranty. All references herein herein, in the Original Indenture or in the First Supplemental Indenture, to principal principal, premium or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal principal, premium or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Original Indenture, the First Supplemental Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, premium, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 5.11 of the First Supplemental Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 90 days' ’ notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the First Supplemental Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth First Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture Company may, at its option, at any time or from time to time, with the proceeds from one or more qualifying equity offerings, redeem up to 35% of the aggregate principal amount of the Notes, at a Redemption Price equal to 111.0% of the principal amount thereof, plus accrued and unpaid interest, if any, to the Redemption Date, provided that after giving effect to each such redemption at least 65% of the original aggregate principal amount of the Notes remains outstanding. The Original Indenture, as supplemented by a supplemental indenture, permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected series under the Indenture Original Indenture, as supplemented, at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected seriesseries to be affected. The Original Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected series under the Indenture Original Indenture, as supplemented, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture Original Indenture, as supplemented, and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any series to be affected series under the Original Indenture as supplemented, on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Original Indenture as supplemented by the First Supplemental Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Original Indenture, as supplemented by the First Supplemental Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture Original Indenture, the First Supplemental Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Original Indenture or the First Supplemental Indenture and no provision of this Note or of the Original Indenture or the First Supplemental Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Original Indenture and the First Supplemental Indenture and subject to certain limitations therein set forthforth (including, without limitation, the restrictions on transfer under Sections 2.2 and 2.3 of the First Supplemental Indenture) the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of [if the Note is not a Restricted Certificated Note, then insert — $1,000 and any multiple thereof] [if the Note is a Restricted Certificated Note, then insert — $100,000 and any integral multiple of $1,000 in excess thereof]. As provided in the Indenture Original Indenture, as supplemented by the First Supplemental Indenture, and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. [If the Note is a Global Note, then insert — This Note is a Global Note and is subject to the provisions of the Original Indenture and the First Supplemental Indenture relating to Global Notes, including the limitations in Section 2.3 of the First Supplemental Indenture on transfers and exchanges of Global Notes.] This Note, the Original Indenture and the First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture Original Indenture, as supplemented by the First Supplemental Indenture, shall have the meanings assigned to them in the Original Indenture, as supplemented by the First Supplemental Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.300% Senior Notes due 2048 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10August 6, 2006 2008 between the Company and The Bank of New York Mellon, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee thereunder), as supplemented and amended by the Tenth Supplemental Indenture dated as of February 8, 2018 among the Company, Xxxxxx Communications Canada Inc., a corporation existing under the Indenturelaws of Canada (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the series designated Base Indenture. On or before each Interest Payment Date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first−class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the Par Call Date, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date and assuming, for this purpose, that the Notes are scheduled to mature on the Par Call Date) discounted to the Redemption Date on a semi−annual basis (assuming a 360−day year consisting of twelve 30−day months) at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the Par Call Date, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor. 3, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes shall (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any U.S.$2,000 or integral multiple multiples of $1,000 U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series designated as its 8% [Series B(5)] Senior Notes due 2016 (the "Securities"“Notes”), unlimited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount, of which $190,000,000(6) are initially issued, under an indenture, indenture (the “Indenture”) dated as of March 8December 1, 2002 as amended 2009 between the Company and supplemented by a third supplemental indenture, dated as The Bank of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the New York Mellon Trust Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one . (5) In the case of Exchange Notes (6) In the case of the series designated Original Notes. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. Except as described below, the face hereof (herein called Notes will not be redeemable at the "Notes"). 2Company’s option prior to December 1, 2012. The full From and punctual payment after December 1, 2012, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and all other amounts payable under this Note is irrevocably Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 1 of each of the years indicated below: 2012 104.00 % 2013 102.00 % 2014 and unconditionally guaranteed by the Guarantor. 3. Additional notes thereafter 100.00 % In addition, at any time or from time to time, on terms and conditions identical or prior to those of this Note may be issued by December 1, 2012, the Company without the consent may, at its option, redeem up to 35% of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 108.00% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date, with the net proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that such redemption shall occur within 60 days of the date of the closing of any such Equity Offering. If less than all the Notes are to be redeemed pursuant to the preceding two paragraphs, the Trustee shall select the Notes or portions thereof to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes being redeemed are listed, or if the Notes are not so listed, on a pro rata basis, by lot or by such other method the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no such Notes of less than $2,000 shall be redeemed in part. In addition, at any time on or prior to December 1, 2012, the Company may redeem all or any part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder or otherwise delivered in accordance with the procedures of DTC, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to the Redemption Date, subject to the rights of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. In the event of redemption or repurchase of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be consolidated and form issued in the name of the Holder hereof upon the cancellation hereof. Upon the occurrence of a single series withChange of Control, unless the Company has elected to redeem the Notes in connection with such Change of Control, the Company will be required to make an offer to purchase all or any part (equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof) of the Notes at a price in cash equal to 101% of the aggregate principal amount of the Notes thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase, in accordance with the Indenture. Holders of Notes that are subject to an offer to purchase will receive a notice of the Change of Control Offer from the Company prior to any related Change of Control Payment Date. Under certain circumstances, in the event the Net Proceeds received by the Company from an Asset Sale, which proceeds are not used (i) to permanently reduce Obligations under the Credit Facility (or other Indebtedness of the Company secured by a Lien permitted by clause (f) of the definition of Permitted Liens) (and to correspondingly reduce commitments with respect thereto) or other Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable without premium or, if the Notes may not be then prepaid without premium, the Company shall make an offer (in accordance with the procedures set forth in the Indenture for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be prepaid), (ii) to make an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale, equal or exceed a specified amount, the Company will be required to make an offer to all Holders and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to Asset Sale Offers to purchase the maximum principal amount of Notes. 4, in an integral multiple of $1,000; provided that no notes of $2,000 or less shall be redeemed in part, such Pari Passu Indebtedness that may be purchased out of such amount at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase, in accordance with the Indenture. Holders of Notes that are subject to any offer to purchase will receive an Asset Sale Offer from the Company prior to any related Asset Sale Purchase Date. In the case of any redemption or repurchase of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, referred to on the face hereof. Notes (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments The Indenture contains provisions for defeasance at any time of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture and the Notes and the Guarantees, if any, at any time by the Company and the Trustee with the consent of the Holders of a majority specified percentage in aggregate principal amount of the Securities Notes at the time Outstanding Outstanding. Additionally, the Indenture permits that, without notice to or consent of each affected seriesany Holder, the Company, any Guarantor and the Trustee together may amend or supplement the Indenture, any Guarantee or this Note (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of Physical Notes, (iii) to comply with Article Eight of the Indenture to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of such Notes, (iv) to otherwise provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of such Notes, (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (viii) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee pursuant to the requirements of Section 610 of the Indenture, (ix) to add a Guarantor under the Indenture or release a Guarantor from its Guarantee pursuant to the terms of the Indenture, or (x) to conform the text of the Indenture, the Guarantees or the Notes to any provision of the “Description of the Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of the Notes” section was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the Notes. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture Indenture, the Notes and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series Guarantees, if any, and certain past Defaults under the Indenture on behalf of and the Holders of all Securities of such seriesNotes and the Guarantees, to waive certain past defaults under the Indenture if any, and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, any Guarantor or any other obligor on the Notes (in the event such Guarantor or other obligor is obligated to make payments in respect of the Notes), which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11, subject to the subordination provisions of the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in registerable on the Security RegisterNote Register of the Company, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payablemaintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenorNotes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 2,000 and any integral multiple multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Interest on this Note and the Indenture shall be governed by and construed in accordance with computed on the laws basis of the State a 360-day year of New York. 14twelve 30-day months. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series (the "Securities") ‘‘Notes’’), issued under an indenturethe Indenture, dated as of March 8October 1, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2018 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"’’), among the Company, the Guarantor and JPMorgan Chase BankCitibank, N.A.N. A., as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), Registrar and Transfer Agent, and Citibank, N.A., London Branch, as Paying Agent (in such capacity, the ‘‘Paying Agent”), as supplemented by the Sixth Supplemental Indenture, dated as of July 6, 2023, among the Company, the Trustee and Citibank, N.A., London Branch, as Paying Agent, Authenticating Agent (in such capacity, the Authenticating Agent) and London Transfer Agent (in such capacity, the “London Transfer Agent’’) (the “Sixth Supplemental Indenture” and, together with the Base Indenture, the ‘‘Indenture”), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, indemnities, duties and immunities thereunder of the Company, the GuarantorTrustee, the Trustee Paying Agent, each Transfer Agent, the Authenticating Agent and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, the date on which interest will first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of lncreases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to the Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal principal, premium, if any, and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts interest ("“Additional Amounts"Interest”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional AmountsInterest) been required, except that no such Additional Amounts Interest shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been are imposed but for solely because of (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge charge, and the Company has given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required, to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a such Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts Interest on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of any estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge charges imposed with respect to a such Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantorsuch Note; (v) where of any payment on such withholding Note to a Holder who is a fiduciary or deduction is imposed on partnership or a Person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to an individual and is required to be made pursuant to any European Union Directive on the taxation Additional Interest had such beneficiary, settlor, member or beneficial owner been the Holder of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directiveNote; orand (vi) in respect of any combination of the items in Clauses (i) through (v) above. Solely for For purposes of this paragraph 5the provisions described in Clause (i) above, the term "“Holder" ” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's ’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's ’s obligation to pay Additional Amounts Interest set forth in clause Clause (ii)(B) above shall not apply if (a) if the provision of information, documentation or other evidence described in such clause Clause (ii)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian Mexican law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil- Mexico Income Tax Treaty), regulation regulations (including proposed regulations) and administrative practicepractice or (b) unless ( i) the provision of the information, documentation or other evidence described in such Clause (i)(B) is expressly required by the applicable Mexican laws and regulations (including Article 166, Section II, subsection (a) of the Mexican Income Tax Law or any substantially similar successor provision, whether included in any law or regulation), (ii) the Company cannot obtain such information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on its own through reasonable diligence and (iii) the Company otherwise would meet the requirements for application of the applicable Mexican laws and regulations (including Article 166, Section II, subsection (a) of the Mexican Income Tax Law or any substantially similar successor provision, whether included in any law or regulation). In addition, such Clause (i)(B) shall not be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Person register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax. Neither the Trustee nor the Paying Agent shall have any duty to calculate the Additional Interest nor shall they have any duty to review or verify the Company’s calculations of the Additional Interest. The Company or shall remit the Guarantor, as full amount of any Mexican Taxes withheld to the case may be applicable Mexican taxing authorities in accordance with applicable law. The Company shall promptly also provide the Trustee with documentation the xxxxxxxxxx or other relevant documentation, if any (which may consist of certified copies of such documentation) ), satisfactory to the Trustee evidencing the payment of Foreign Mexican Taxes in respect of which the Company or the Guarantor has paid any Additional AmountsInterest. Copies of such documentation shall be made available to the Holders of the Notes or the any Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil Mexico or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the GuarantyNotes. All references herein or and in the IndentureIndenture to principal, to principal premium, if any, interest or interest any other amount payable in respect of any Note shall be deemed to include all Additional AmountsInterest, if any, payable in respect of such principal principal, premium, interest or interestother amount payable, unless the context otherwise requires, and express mention of the payment of Additional Amounts Interest (or Additional Amounts) in any provision hereof or thereof shall not be construed as excluding reference to Additional Amounts Interest (or Additional Amounts) in those provisions hereof or thereof where such express mention is not made. In the event that Additional Amounts Interest actually paid with respect to the Notes pursuant to the preceding paragraphs are is based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references herein and in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, premium, interest or Additional Amounts Interest (or Additional Amounts) shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 1009 of the Base Indenture. 7. The Company may, at its option, redeem the Notes are subject to redemption as provided below in the following clauses (i) and (ii) upon the terms set forth in Section 1101 of the Base Indenture: (i) The Company may, at its option, redeem the Notes upon not less than 30 nor more than 60 days' notice by mail’ notice, at any time, as a in whole but not in part, at the election of the Company, at a cash price Redemption Price equal to the sum of (iA) 100% of the principal amount of the Notes being redeemed, (iiB) any accrued and unpaid current interest thereon to but not including the date fixed for redemption, Redemption Date and (iiiC) any Additional Amounts (as defined in the Indenture) Interest which would otherwise be payable thereon up to but not including the date fixed for redemptionRedemption Date, solely if, as a result of any amendment to, or change in, the laws (or any laws, rules, rules or regulations thereunder) of the Cayman Islands or Brazil Mexico or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration interpretation or application of such laws, rulesrules or regulations, or regulations (including a holding by a court of competent jurisdiction), under which amendment to or change of in such laws, rules, rules or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental IndentureJuly 6, 2023, the Company would be obligated, after taking such measures as the Company considers may consider reasonable to avoid such requirement, to pay Additional Amounts Interest in excess of the Additional Amounts Interest that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Mexican Taxes at the rate of 15 percent. 8. The Indenture permits4.9%;provided, with certain exceptions as therein providedhowever, that (1) no notice of redemption pursuant to this clause (i) may be given earlier than 90 days prior to the amendment thereof and the modification of the rights and obligations of earliest date on which the Company would but for such redemption be obligated to pay such Additional Interest if a payment on the Notes were then due and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities (2) at the time Outstanding such notice of each affected series. The Indenture also contains provisions (i) permitting redemption is given, the Holders of a majority Company’s obligation to pay such Additional Interest remains in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and effect; (ii) permitting The Company may, at its option, redeem the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding Notes upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 2510 nor more than 60 days’ notice, at any time, or from time to time: (A) prior to the Par Call Date, in whole or in part, at a Redemption Price equal to the greater of ( 1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the M Xxxx Rate plus 15 basis points less (b) interest accrued to the Redemption Date and (2) 100% in of the principal amount of the Notes at to be redeemed, plus, in the time Outstanding shall have made written request to case of (1) and (2), accrued and unpaid interest on the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at being redeemed to the time Outstanding a direction inconsistent with such request, and Redemption Date; and (iiiB) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein Par Call Date, in whole or in part, at a Redemption Price equal to the Indenture and no provision of this Note or 100% of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the outstanding principal amount of like tenor the Notes being redeemed to the Redemption Date. For purposes of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transferpreceding clause (ii), the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All following terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]specified meanings:

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series (the "Securities") “Notes”), issued under an indentureIndenture, dated as of March 8September 30, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2009 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “2009 Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (“Telcel,” which term includes any successor Person under the Indenture), and JPMorgan Chase Bank, N.A.The Bank of New York Mellon, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and Transfer Agent, as amended and supplemented by the Ninth Supplemental Indenture dated as of October 27, 2011 (“Ninth Supplemental Indenture” and, together with the 2009 Indenture, the “Base Indenture”), among the Company, Telcel and the Trustee, as further supplemented by the Tenth Supplemental Indenture dated as of October 27, 2011 (the “Tenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal principal, premium, if any, and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("“Additional Amounts"”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been are imposed but for solely because of (A) a connection between the Holder and the Cayman Islands or Brazil Mexico other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has we have given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a such Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge imposed with respect to a such Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantorsuch Note; (v) where of any payment on such withholding Note to a Holder who is a fiduciary or deduction is partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of such Note; (vi) of any tax, duty, assessment or other governmental charge imposed on a payment to an individual and is required to be made pursuant to any European Union Council Directive 2003/48/EC on the taxation of savings income or any other directive implementing the conclusions of the ECOFIN Council meeting meetings of November 26-26 and 27, 2000 2000, December 13, 2001, and January 21, 2003, or any law or agreement implementing or complying with, or introduced in order to conform to, such a directive; orand (vivii) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest items in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause Clauses (i) above shall not apply if through (avi) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect theretoabove. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company (herein collectively called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March 89, 2002 2004, and as amended and previously supplemented by a third supplemental indentureby, inter alia, the Fifth Supplemental Indenture, dated as of January 15December 14, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth “Indenture”, which term shall have the meaning assigned to it in such instrument), as further supplemented by the Seventh Supplemental Indenture", dated as of October 5, 2005 (the “Seventh Supplemental Indenture”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor laws of Mexico (herein called the “Guarantor,” which term includes any successor Person under the Indenture) and JPMorgan Chase Bank, N.A., as Trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), and reference . Reference is hereby made to the Original Indenture, as further supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Seventh Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event Payment of Default or Illegality Event with respect to Notes shall occur principal, interest, Additional Amounts and be continuing, the principal of all of the Notes may be declared any other amounts due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxesmade, dutiesexcept as provided below, assessments or governmental charges of whatever nature imposedin Dollars, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required in amounts determined by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In Calculation Agent by translating the event of any withholding or deduction for any Foreign Taxes, corresponding Peso amounts into Dollars at the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes Settlement Rate on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate Rate Calculation Date applicable to the Holder of such Notesrelevant Interest Payment Date, andRedemption Date, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof other Maturity or payment date for Defaulted Interest pursuant to Section 10.7 306 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at For the election purposes of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]translating Peso amounts into Dollars:

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its Floating Rate Senior Notes due 2022 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10August 6, 2006 2008 between the Company and The Bank of New York Mellon, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee thereunder), as supplemented and amended by the Thirteenth Supplemental Indenture dated as of June 22, 2020 among the Company, Xxxxxx Communications Canada Inc., a corporation existing under the Indenturelaws of Canada (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the series designated Base Indenture. On or before each Interest Payment Date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed by the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor. 3, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes shall (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any U.S.$2,000 or integral multiple multiples of $1,000 U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when As used in the inscription of the face of this Note, shall be construed “three-month LIBOR” means, for any Interest Determination Date, the offered rate for deposits in the London interbank market in U.S. dollars having an index maturity of three months, as though they were written out in full according such rate appears on Bloomberg L.P.’s page “BBAM” (or such other page as may replace the BBAM page on that service (or any successor service)) as of approximately 11:00 a.m., London time, on such Interest Determination Date. If, on an Interest Determination Date, such rate does not appear on the BBAM page as of 11:00 a.m., London time, or if the BBAM page is not available on such date, The Bank of New York Mellon, as Calculation Agent (“Calculation Agent”), will obtain such rate from the Reuters page “LIBOR01” (or such other page as may replace the LIBOR01 page on that service (or any successor service)). With respect to applicable laws an Interest Determination Date on which no rate appears on either the LIBOR01 page or regulations: TEN COM -- the BBAM page as tenants in common TEN ENT -- of approximately 11:00 a.m., London time, the Calculation Agent will determine three-month LIBOR as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]follows:

Form of Reverse of Note. 1. This Note is a duly authorized issue of securities of the Company issued in one or more series (the "“Securities"”) under an indentureIndenture, dated as of March 824, 2002 2010 (the “Base Indenture”) as amended and supplemented by a third supplemental indentureSecond Supplemental Indenture, dated as of January 15July 10, 2004 2012 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth “Second Supplemental Indenture"”), among the Company, the Guarantor Company and JPMorgan Chase Bank, N.A.The Bank of New York Mellon, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Base Indenture), The Bank of New York Mellon Trust (Japan), Ltd., as Principal Paying Agent, The Bank of New York Mellon, London Branch, as London Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent, and reference is hereby made to the Original Base Indenture, as supplemented by the Fifth Second Supplemental Indenture (the Original Base Indenture, as supplemented by the Fifth Second Supplemental Indenture, herein called the "“Indenture"”), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "“Notes"”). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3. Additional notes on terms and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 43. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 54. All payments of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("“Foreign Taxes"”) except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company shall make such deduction or withholding, make payment of the Guarantor, as amount so withheld to the case may be, shall appropriate governmental authority and pay such additional amounts ("“Additional Amounts"”) as will result in receipt are necessary to ensure that the net amounts received by the Holders of the Notes on after such withholding or deduction equals the respective due dates amounts of such amounts as principal and interest which would have been received by them receivable in respect of such Notes had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for in respect of a Note by reason of (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' ’ notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the GuarantorCompany; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 54, the term "“Holder" ” of any Note means a Person in whose name such Note is registered in the direct nominee of any beneficial owner of such Note, which holds such Security Register or a beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's ’s obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes Notes, the Luxembourg Paying Agent or the Principal Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the GuarantyNotes. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 6.56% Senior Notes due 2041 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10May 26, 2006 2009 between the Company and CIBC Mellon Trust Company, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureSeventh Supplemental Indenture dated as of March 21, 2011 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of On or before each Interest Payment Date, the series designated Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. Prior to September 22, 2040, the Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the Guarantor. 3option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. Additional notes On or after September 22, 2040, the Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole but not in part, at the option of the Company, at a Redemption Price equal to 100% of the principal amount of the Notes at the time Outstanding, plus accrued interest thereon to the Redemption Date. In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes shall may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and Cdn$1,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]within-mentioned Indenture. CIBC Mellon Trust Company By

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 5.34% Senior Notes due 2021 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10May 26, 2006 2009 between the Company and CIBC Mellon Trust Company, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureSixth Supplemental Indenture dated as of March 21, 2011 among the Company, Rxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of On or before each Interest Payment Date, the series designated Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the Guarantor. 3option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes shall may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and Cdn$1,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]within-mentioned Indenture. By

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 3.00% Senior Notes due 2017 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10May 26, 2006 2009 between the Company and CIBC Mellon Trust Company, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureEighth Supplemental Indenture dated as of June 4, 2012 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of On or before each Interest Payment Date, the series designated Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in Canadian dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of Cdn$1,000 or any integral multiple thereof, at the Guarantor. 3option of the Company, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) the Canada Yield Price, in each case plus accrued interest thereon to the Redemption Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes. Following such an Event of Default the principal amount of all the Notes shall may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and Cdn$1,000 or any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION CIBC Mellon Trust Company, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]within-mentioned Indenture. CIBC Mellon Trust Company By /s/

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series designated as its 7¼% [SeriesB(5)] Senior Subordinated Notes due 2012 (the "Securities"“Notes”), unlimited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount, of which [$150,000,000(6)] are initially issued, under an indenture, indenture (the “Indenture”) dated as of March 8December 4, 2002 as amended 2007 between the Company and supplemented by a third supplemental indenture, dated as The Bank of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the New York Trust Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the series designated on prior payment in full of all Senior Indebtedness as defined in the face hereof (herein called the "Notes"). 2. The full Indenture, and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably issued subject to such provisions. Each Holder of this Note, by accepting the same, (a) agrees to and unconditionally guaranteed shall be bound by such provisions, (b) authorizes and directs the GuarantorTrustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in dollars sufficient to pay the amount due on such payment date. Except as described below, the Notes will not be redeemable at the Company’s option prior to December 15, 2007. From and after December 15, 2007, the Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days’ notice, at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest and Liquidated Damages, if (5) In the case of Exchange Notes. 3(6) In the case of the Original Notes. Additional notes any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on terms December 15 of each of the years indicated below: 2007 103.625 % 2008 101.813 % 2009 and conditions identical thereafter 100.000 % In addition, at any time or from time to those of this Note may be issued by time, on or prior to December 15, 2007, the Company without the consent may, at its option, redeem up to 40% of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of Notes issued under the Indenture at a Redemption Price equal to 107.25% of the aggregate principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the Redemption Date, with the net proceeds of one or more Equity Offerings; provided that at least 60% of the aggregate principal amount of Notes issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that such redemption shall occur within 60 days of the date of the closing of any such Equity Offering. If less than all the Notes are to be redeemed pursuant to the preceding two paragraphs, the Trustee shall select the Notes or portions thereof to be redeemed in compliance with the requirements of the principal national securities exchange, if any, on which the Notes being redeemed are listed, or if the Notes are not so listed, on a pro rata basis, by lot or by such other method the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no such Notes of less than $1,000 shall be redeemed in part. At any time on or prior to December 15, 2007, the Notes may also be redeemed, in whole but not in part, at the option of the Company upon the occurrence of a Change of Control, upon not less than 30 nor more than 60 days prior notice (but in no event more than 90 days after the occurrence of such Change of Control or transfer event) mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued and unpaid interest and Liquidated Damages, if any, to, the Redemption Date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date). In the event of redemption or repurchase of this Note in part only, a new Note or Notes for the unredeemed portion hereof shall be consolidated and form issued in the name of the Holder hereof upon the cancellation hereof. Upon the occurrence of a single series withChange of Control, unless the Company has elected to redeem the Notes in connection with such Change of Control, the Company will be required to make an offer to purchase all or any part (equal to $1,000 in principal amount or an integral multiple thereof) of the Notes at a price in cash equal to 101% of the aggregate principal amount of the Notes thereof, plus accrued and unpaid interest thereon, and Liquidated Damages, if any, thereon, if any, to the date of purchase, in accordance with the Indenture. Holders of Notes that are subject to an offer to purchase will receive a notice of the Change of Control Offer from the Company prior to any related Change of Control Payment Date. Under certain circumstances, in the event the Net Proceeds received by the Company from an Asset Sale, which proceeds are not used (i) to permanently reduce Obligations under the Credit Facility (and to correspondingly reduce commitments with respect thereto) or other Senior Indebtedness or Pari Passu Indebtedness (provided that if the Company shall so reduce Obligations under Pari Passu Indebtedness, it will equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not be then prepaid, the Company shall make an offer (in accordance with the procedures set forth in the Indenture for an Asset Sale Offer) to all Holders to purchase at 100% of the principal amount thereof the amount of Notes that would otherwise be prepaid), (ii) to make an investment in any one or more businesses, capital expenditures or acquisitions of other assets in each case, used or useful in a Similar Business and/or (iii) to make an investment in properties or assets that replace the properties and assets that are the subject of such Asset Sale, equal or exceed a specified amount, the Company will be required to make an offer to all Holders and all holders of Pari Passu Indebtedness containing provisions similar to those set forth in the Indenture with respect to Asset Sale Offers to purchase the maximum principal amount of Notes. 4, in an integral multiple of $1,000, and such Pari Passu Indebtedness that may be purchased out of such amount at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase, in accordance with the Indenture. Holders of Notes that are subject to any offer to purchase will receive an Asset Sale Offer from the Company prior to any related Asset Sale Purchase Date. In the case of any redemption or repurchase of Notes, interest installments whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Notes, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Date or Special Record Date, as the case may be, referred to on the face hereof. Notes (or portions thereof) for whose redemption and payment provision is made in accordance with the Indenture shall cease to bear interest from and after the Redemption Date. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments The Indenture contains provisions for defeasance at any time of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture and the Notes and the Guarantees, if any, at any time by the Company and the Trustee with the consent of the Holders of a majority specified percentage in aggregate principal amount of the Securities Notes at the time Outstanding Outstanding. Additionally, the Indenture permits that, without notice to or consent of each affected seriesany Holder, the Company, any Guarantor and the Trustee together may amend or supplement the Indenture, any Guarantee or this Note (i) to cure any ambiguity, defect or inconsistency, (ii) to provide for uncertificated Notes in addition to or in place of Physical Notes, (iii) to comply with Article Eight of the Indenture to provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of such Notes, (iv) to otherwise provide for the assumption of the Company’s or any Guarantor’s obligations to Holders of such Notes, (v) to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, (vi) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Company, (vii) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, (viii) to evidence and provide for the acceptance of appointment under this Indenture by a successor Trustee pursuant to the requirements of Section 610 of the Indenture, (ix) to add a Guarantor under the Indenture or release a Guarantor from its Guarantee pursuant to the terms of the Indenture, (x) to make any change to the subordination provisions of the Indenture that would limit or terminate the benefits available to any holder of Senior Indebtedness under such provisions, provided that if the rights of the holders of Senior Indebtedness are adversely affected, such holders of Senior Indebtedness must consent thereto, or (xi) to conform the text of the Indenture or the Notes to any provision of the “Description of Notes” section of the Offering Memorandum, to the extent that such provision in that “Description of Notes” section was intended to be a verbatim recitation of a provision of the Indenture or the Notes. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture Indenture, the Notes and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series Guarantees, if any, and certain past Defaults under the Indenture on behalf of and the Holders of all Securities of such seriesNotes and the Guarantees, to waive certain past defaults under the Indenture if any, and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, any Guarantor or any other obligor on the Notes (in the event such Guarantor or other obligor is obligated to make payments in respect of the Notes), which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11, subject to the subordination provisions of the Indenture. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in registerable on the Security RegisterNote Register of the Company, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company maintained for such purpose in any place where the principal The City of and any interest on this Note are payableNew York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Note Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenorNotes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 1,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This THIS NOTE AND THE INDENTURE SHALL BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK EXCLUDING (TO THE GREATEST EXTENT PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. Interest on this Note and the Indenture shall be governed by and construed in accordance with computed on the laws basis of the State a 360-day year of New York. 14twelve 30-day months. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 4.50% Senior Notes due 2043 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10August 6, 2006 2008 between the Company and The Bank of New York Mellon, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureFourth Supplemental Indenture dated as of March 7, 2013 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the series designated Base Indenture. On or before each Interest Payment Date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the date that is six months prior to the date of Maturity of the Notes, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 20 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the date that is six months prior to the date of Maturity of the Notes, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor. 3, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes shall (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any U.S.$2,000 or integral multiple multiples of $1,000 U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION The Bank of New York Mellon, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Notewithin-mentioned Indenture. THE BANK OF NEW YORK MELLON, shall be construed as though they were written out in full according to applicable laws or regulationsTrustee By: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]/s/

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company designated as its 3.00% Senior Notes due 2023 (herein called the “Notes”), which may be issued in one or more series (the "Securities") under an indenture, dated indenture (as of March 8, 2002 as the same may from time to time be supplemented or amended and supplemented (other than by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplementedSeries Supplement), herein called the "Original “Base Indenture"), as supplemented by a Fifth Supplemental Indenture ”) dated as of January 10August 6, 2006 2008 between the Company and The Bank of New York Mellon, as trustee (herein called the "Fifth Supplemental Indenture")“Trustee”, among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," which term includes any successor trustee under thereunder), as supplemented and amended by the IndentureThird Supplemental Indenture dated as of March 7, 2013 among the Company, Xxxxxx Communications Partnership, an Ontario partnership (herein called the “Guarantor”), and the Trustee (herein called the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which the Indenture reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one The Company will pay to the Holders such Additional Amounts as may become payable under Section 907 of the series designated Base Indenture. On or before each Interest Payment Date, the Company shall deliver or cause to be delivered to the Trustee or the Paying Agent an amount in U.S. dollars sufficient to pay the amount due on such payment date. To guarantee the face hereof (herein called the "Notes"). 2. The full due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under this Note is irrevocably the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantor has fully and unconditionally guaranteed the Guaranteed Obligations on an unsecured, unsubordinated basis pursuant to the terms of the Indenture. The Guarantor will pay to the Holders such Additional Amounts as may become payable under Section 704 of the Supplemental Indenture. The Notes will be subject to redemption upon not less than 30 nor more than 60 days’ prior notice by first-class mail, at any time, as a whole or in part, in amounts of U.S.$2,000 or an integral multiple of U.S.$1,000 in excess thereof, at the option of the Company: (i) prior to the date that is three months prior to the date of Maturity of the Notes, at a Redemption Price equal to the greater of: (1) 100% of the principal amount of the Notes to be redeemed, and (2) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of the payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 15 basis points, in each case plus accrued and unpaid interest thereon to the Redemption Date, and (ii) commencing on the date that is three months prior to the date of Maturity of the Notes, at a Redemption Price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to the applicable Redemption Date. The Notes will also be subject to redemption as a whole, but not in part, at the option of the Company at any time, on not less than 30 nor more than 60 days’ prior written notice, at 100% of the principal amount plus accrued and unpaid interest thereon to the Redemption Date, in the event the Company or the Guarantor. 3, as the case may be, has become or would become obligated to pay, on the next date on which any amount would be payable in respect of the Notes or the Guarantee, as applicable, any Additional Amounts as a result of certain changes affecting Canadian withholding taxes on or after the Issue Date. Additional notes In the case of any redemption of Notes, interest installments whose Stated Maturity is on terms or prior to the Redemption Date will be payable to the Holders of record of such Notes, or one or more Predecessor Securities, at the close of business on the relevant Regular Record Date referred to on the face hereof. Notes (or portions thereof), for whose redemption and conditions identical payment provision is made in accordance with the Indenture, shall cease to those bear interest from and after the Redemption Date. In the event of redemption of this Note may in part only, a replacement Note or Notes for the unredeemed portion hereof shall be issued by in the Company without the consent name of the Holders of Holder hereof upon the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4cancellation hereof. If an Event of Default or Illegality (other than an Event of Default resulting from a Change in Control Triggering Event which is cured in accordance with respect to Notes Section 404 of the Supplemental Indenture by the making and consummation of a Change in Control Offer) shall occur and be continuing, the principal amount of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments In addition, it shall be an Event of principal and interest Default under the Indenture if a Change in respect Control Triggering Event occurs on or prior to the Maturity of the Notes shall (subject to the aforesaid cure provisions). Following such an Event of Default the principal amount of all the Notes may be made without withholding declared due and payable in the manner and with the effect provided in the Indenture unless the Company (or deduction a third party) offers, within 20 Business Days after the occurrence of such Event of Default, to purchase the Notes and purchases the Notes for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or the Change in Control Purchase Price in cash on behalf the date that is 40 Business Days after the occurrence of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result Change in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, Control Triggering Event from a Holder who is liable for delivers and does not withdraw a Change in Control Purchase Notice. Holders have the right to withdraw any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) Change in Control Purchase Notice by delivering to the Paying Agent a connection between the Holder and the Cayman Islands or Brazil other than the mere holding written notice of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection withdrawal in accordance with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge terms and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions provisions of the ECOFIN Council meeting Indenture. The Indenture contains provisions for defeasance at any time of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision entire indebtedness of information, documentation or other evidence described in such clause the Company on this Note and (ib) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States certain restrictive covenants and the Cayman Islands or Brazil)related Defaults and Events of Default, regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which upon compliance by the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if anywith certain conditions set forth therein, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect provisions apply to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8this Note. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Securities Notes at the time Outstanding of each affected seriesOutstanding. The Indenture also contains provisions (i) permitting the Holders of a majority specified percentages in aggregate principal amount of the Securities Notes at the time Outstanding of any affected series under the Indenture Outstanding, on behalf of the Holders of all Securities of such seriesthe Notes, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by or on behalf of the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, hereof whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and any premium, if any) and interest on this Note at the times, place place, and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in on the Security Register, upon surrender of this Note for registration of transfer at the office Corporate Trust Office of the Trustee or any other office or agency of the Company in any place where designated pursuant to the principal of and any interest on this Note are payable, Indenture duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his its attorney duly authorized in writing, and thereupon one or more new replacement Notes of this Series and of like tenorany authorized denomination or denominations, of authorized denominations and for the same a like aggregate principal amountamount and containing identical terms and provisions, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any U.S.$2,000 or integral multiple multiples of $1,000 U.S.$1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchangeexchange or redemption of Notes, but the Company or the Trustee may require payment of a sum sufficient to cover any tax pay all documentary, stamp or similar issue or transfer taxes or other governmental charge charges payable in connection therewith. 12with any registration of transfer or exchange. Prior to the time of due surrender presentment of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor Company or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposespurposes except as otherwise provided, whether or not this Note is be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note SECTION 204. FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION. TRUSTEE’S CERTIFICATE OF AUTHENTICATION The Bank of New York Mellon, as Trustee, certifies that this is a Global Note, then insert: This Note is a Global Note and is subject to the provisions one of the Indenture relating Notes referred to Global Notes.] The following abbreviations, when used in the inscription of the face of this Notewithin-mentioned Indenture. THE BANK OF NEW YORK MELLON, shall be construed as though they were written out in full according to applicable laws or regulationsTrustee By: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]/s/

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company (herein collectively called the “Notes”), issued in one or more series (the "Securities") under an indentureIndenture, dated as of March April 8, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 2013 (herein called the "Fifth Supplemental “Base Indenture"”), among between the Company, the Guarantor Company and JPMorgan Chase Bank, N.A.The Bank of New York Mellon, as Trustee trustee (herein called the "“Trustee," ”, which term includes any successor trustee under the Indenture), security registrar, paying agent and transfer agent, as supplemented by the Sixth Supplemental Indenture, dated as of April 28, 2021 (herein called the “Sixth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee, and The Bank of New York Mellon, London Branch, as London Paying Agent and Transfer Agent (herein called the “London Paying Agent”), and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes securities on terms and conditions substantially identical to those of this Note Note, except for the issue date, issue price and the date from which interest shall accrue and, if applicable, first date of payment, and except as may otherwise be provided in or pursuant to the Board Resolution, the Officer’s Certificate, or in the indenture supplement establishing the terms of the additional securities, may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes securities shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of Increases or Decreases in Global Note attached hereto will be correspondingly adjusted. The additional securities will be treated as a single class for all purposes under the Indenture and will vote together as one class on all matters with respect to the Notes; provided that any additional securities shall be issued under a separate CUSIP number, ISIN and Common Code unless the additional securities are issued pursuant to a “qualified reopening” of the original series, are otherwise treated as part of the same “issue” of debt instruments as the original series or are issued with no more original issue discount than the original series, in each case for U.S. federal income tax purposes. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only the Schedule of Increases or Decreases in Global Note attached hereto will be correspondingly adjusted. If an Event of Default or Illegality Event with respect to the Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal ​ ​ Subject to the limitations and interest in respect exceptions described below, the Company shall pay to Holders of the Notes shall all additional interest (“Additional Interest”) that may be made without withholding necessary so that every net payment of interest or deduction principal (including any premium paid upon redemption of the notes and any discount deemed interest under Mexican law), if any, to the Holder will not be less than the amount provided for in the Notes. For purposes of the preceding sentence, “net payment” means the amount that the Company or any Paying Agent will pay the Holder after the Company deducts or withholds an amount for or on account of any present or future taxes, duties, assessments or other governmental charges imposed or levied with respect to that payment (or the payment of whatever nature imposedsuch Additional Interest) by a taxing authority of Mexico or the taxing authority of any other country under whose laws the Company or any successor of the Company (assuming the obligations of the Notes and the Indenture following a merger, leviedconsolidation or transfer, collectedlease or conveyance of substantially all of the Company’s assets and properties) is organized at the time of payment, withheld or assessed by except for the United States (each, a “Taxing Jurisdiction”). Notwithstanding the foregoing, the Company shall not be obligated to pay Additional Interest to or on behalf of any Holder or beneficial owner of the Cayman Islands or BrazilNotes, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman IslandsTrustee, Brazil, such Successor Jurisdiction for or any such authority to be withheld or deducted. In the event on account of any withholding or deduction for any Foreign Taxes, of the Company or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Notefollowing: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) solely because at any time there is or was a connection between the Holder and the Cayman Islands or Brazil Taxing Jurisdiction (other than the mere receipt of a payment or the ownership or holding of such a Note and or the receipt enforcement of payments rights with respect to such Note a Note); (ii) any estate, inheritance, gift, sales, transfer, personal property or other similar tax, assessment or other governmental charge imposed with respect to a Note; (Biii) failure by any taxes, duties, assessments or other governmental charges imposed solely because the Holder or any other Person fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil Taxing Jurisdiction of the Holder or any beneficial owner of a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, Note if compliance is required by law, regulation or by an applicable income tax treaty to which such jurisdictionTaxing Jurisdiction is a party and which is effective, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 calendar days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (iiiv) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such the payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder Holders of such Note would have been entitled to such Additional Amounts Interest on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iiiv) in respect of estateany taxes, inheritanceduties, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment assessments or other governmental charge charges payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantora Note; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in any payment on a Note to a Holder that is a fiduciary or partnership or a Person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of the payment would not have been entitled to the Additional Interest had the beneficiary, settlor, member or beneficial owner been the Holder of such Note; (vii) any taxes imposed under FATCA; and (viii) any combination of the items in clauses (i) through (vii) above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. ​ Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's ’s obligation to pay Additional Amounts Interest set forth in clause (iiii) above shall will not apply if (a) the provision of information, documentation or other evidence described in such clause (iiii) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (Note, taking into account any relevant differences between U.S. and Cayman Islands or Brazilian Mexican law, regulation or administrative practice) , or the laws, regulations or administrative practices of any other Taxing Jurisdiction, than comparable information or other reporting requirements imposed under U.S. United States tax law (including tax treaties between the United States and the Cayman Islands or BrazilStates/Mexico Income Tax Treaty), regulation regulations (including proposed regulations) and administrative practice. In addition, the limitations on the Company’s obligations to pay Additional Interest set forth in clause (iii) above also will not apply with respect to any Mexican withholding taxes unless (a) the provision of the information, documentation or other evidence described in such clause (iii) is expressly required by the applicable Mexican laws and regulations, (b) the Company cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican laws and regulations on its own through reasonable diligence and (c) the Company otherwise would meet the requirements for application of the applicable Mexican laws and regulations. In addition, clause (iii) above shall not require that any Person that is not a resident of Mexico for tax purposes, including any non-Mexican pension fund, retirement fund, tax exempt organization, financial institution or any other holder or beneficial owner of a debt security, register with, or provide information to, the Secretaría de Hacienda y Crédito Público (the Mexican Ministry of Finance and Public Credit) or with the Servicio de Administración Tributaria (the Mexican Tax Administration Service) to establish eligibility for an exemption from, or a reduction of, Mexican withholding tax. The Company or shall remit the Guarantor, as full amount of any taxes withheld to the case may be applicable taxing authorities in accordance with applicable law of the relevant Taxing Jurisdiction. The Company shall promptly also provide the Trustee with documentation (which may consist of certified copies of such documentation) reasonably satisfactory to the Trustee evidencing the payment of Foreign Taxes taxes in respect of which the Company or the Guarantor has paid any Additional AmountsInterest. Copies The Company shall provide copies of such documentation shall be made available to the Holders of the Notes or the relevant Paying Agent, as applicable, Agent upon request thereforrequest. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil Mexico or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or in the Indenture, to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not madeNotes. In the event that Additional Amounts Interest actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, title and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series (the "Securities") “Notes”), issued under an indenturethe Indenture, dated as of March 8June 28, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2012 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “Base Indenture"”), as supplemented by a Fifth Supplemental Indenture dated as between the Company and The Bank of January 10, 2006 (herein called the "Fifth Supplemental Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank, N.A.New York Mellon, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and Transfer Agent, as supplemented by the Twelfth Supplemental Indenture dated as of March 10, 2016 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent, and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, the date on which interest will first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of Increases and Decreases in Global Note attached hereto will be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to the Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments of principal principal, premium, if any, and interest in respect of the Notes shall be made without after withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction Mexico or any authority therein or thereof having power to tax ("Foreign “Mexican Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted”). In the event of any withholding or deduction for any Foreign Mexican Taxes, the Company or the Guarantor, as the case may be, shall pay such additional amounts interest ("“Additional Amounts"Interest”) as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Mexican Taxes payable in respect of Additional AmountsInterest) been required, except that no such Additional Amounts Interest shall be payable with respect to any payment on a NoteNote to the extent: (i) to, or to a third party on behalf of, a Holder who is liable for that any such taxes, duties, assessments or other governmental charges which would not have been are imposed but for solely because of (A) a connection between the Holder and the Cayman Islands or Brazil Mexico, other than the mere ownership or holding of such Note and the mere receipt of payments with respect to such Note Note, or (B) failure by the Holder or any other Person to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with Mexico of the Cayman Islands, Brazil Holder or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, any beneficial owner of such Holder, Note if compliance is required by such jurisdictionlaw, regulation or any political subdivision or authority thereof or therein having power by an applicable income tax treaty to tax which Mexico is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' ’ notice prior to the first payment date with respect to which such certification, identification or reporting requirement is required to the effect that Holders will be required to provide such certification, identification or other requirementinformation and identification; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a such Note surrendered (if surrender is required) presented for payment more than 30 15 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders Holders, whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts Interest on surrender of presenting such Note for payment on the last day of any date during such 3015-day period; (iii) in respect of estate, inheritance, giftgift or other similar taxes, sales, transfer, personal property assessments or similar tax, assessment or other governmental charge charges imposed with respect to a such Note; (iv) in respect of any tax, duty, assessment or other governmental charge payable otherwise other than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantorsuch Note; (v) where of any payment on such withholding Note to a Holder who is a fiduciary or deduction is partnership or a person other than the sole beneficial owner of any such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Interest had such beneficiary, settlor, member or beneficial owner been the Holder of such Note; (vi) of any tax, duty, assessment or other governmental charge imposed on a payment to an individual and is required to be made pursuant to any European Union Council Directive 2003/48/EC on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27income (as amended from time to time), 2000 or any law or agreement implementing or complying with, or introduced in order to conform to, such directive; orand (vivii) in respect of any combination of the items in Clauses (i) through (vi) above. Solely for For purposes of this paragraph 5the provisions described in Clause (i) above, the term "“Holder" ” of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's ’s interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's ’s obligation to pay Additional Amounts Interest set forth in clause Clause (ii)(B) above shall not apply if (a) if the provision of information, documentation or other evidence described in such clause Clause (ii)(B) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian Mexican law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil- Mexico Income Tax Treaty), regulation regulations (including proposed regulations) and administrative practicepractice or (b) unless the provision of the information, documentation or other evidence described in such Clause (i)(B) is expressly required by the applicable Mexican tax regulations and the Company cannot obtain such information, documentation or other evidence on its own through reasonable diligence and the Company otherwise would meet the requirements for application of the applicable Mexican tax regulations. In addition, such Clause (i)(B) shall not be construed to require that a non-Mexican pension or retirement fund or a non-Mexican financial institution or any other Person register with the Ministry of Finance and Public Credit for the purpose of establishing eligibility for an exemption from or reduction of Mexican withholding tax. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation the xxxxxxxxxx or other relevant documentation, if any (which may consist of certified copies of such documentation) ), satisfactory to the Trustee evidencing the payment of Foreign Mexican Taxes in respect of which the Company or the Guarantor has paid any Additional AmountsInterest. Copies of such documentation shall be made available to the Holders of the Notes or the any Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil Mexico or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the GuarantyNotes. All references herein or and in the IndentureIndenture to principal, to principal premium, if any, interest or interest any other amount payable in respect of any Note shall be deemed to include all Additional AmountsInterest, if any, payable in respect of such principal principal, premium, interest or interestother amount payable, unless the context otherwise requires, and express mention of the payment of Additional Amounts Interest in any provision hereof shall not be construed as excluding reference to Additional Amounts Interest in those provisions hereof where such express mention is not made. In the event that Additional Amounts Interest actually paid with respect to the Notes pursuant to the preceding paragraphs are is based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references herein and in the Indenture and the Notes to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, premium, interest or Additional Amounts Interest shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 1009 of the Base Indenture. 7. The Company may, at its option, redeem the Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail’ notice, at any time and, only in the case of Clause (ii) below, from time to time, as a : (i) in whole but not in part, at the election of the Company, at a cash price Redemption Price equal to the sum of (iA) 100% of the principal amount of the Notes being redeemed, (iiB) accrued and unpaid current interest thereon to but not including the date fixed for redemption, Redemption Date and (iiiC) any Additional Amounts (as defined in the Indenture) Interest which would otherwise be payable thereon up to but not including the date fixed for redemptionRedemption Date, solely if, as a result of any amendment to, or change in, the laws (or any laws, rules, rules or regulations thereunder) of the Cayman Islands or Brazil Mexico or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration interpretation or application of such laws, rulesrules or regulations, or regulations (including a holding by a court of competent jurisdiction), under which amendment to or change of in such laws, rules, rules or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental IndentureMarch 10, 2016, the Company would be obligated, after taking measures the Company considers making reasonable endeavors to avoid such requirement, to pay Additional Amounts Interest in excess of the Additional Amounts Interest that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Mexican Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein 4.9%; provided, however, that (1) no notice of redemption pursuant to this Clause (i) may be given earlier than 90 days prior to the amendment thereof and the modification of the rights and obligations of earliest date on which the Company would be obligated to pay such Additional Interest if a payment on the Notes were then due and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities (2) at the time Outstanding such notice of each affected series. The Indenture also contains provisions (i) permitting redemption is given, the Holders of a majority Company’s obligation to pay such Additional Interest remains in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and effect; and (ii) permitting in whole or in part, at a Redemption Price equal to the Holders greater of a majority in principal amount (1) 100% of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in outstanding principal amount of the Notes at being redeemed and (2) the time Outstanding shall have made written request sum of the present values of the remaining scheduled payments of principal and interest thereon (exclusive of interest accrued to the Trustee Redemption Date) discounted to institute proceedings in respect of such Event of Default the Redemption Date on an annual basis (calculated using a 365-day year or Illegality Event a 366-day year, as Trustee and offered the Trustee indemnity reasonably satisfactory to itapplicable, and the Trustee shall not have received from actual number of days elapsed) at the Holders Bund Rate plus 0.250% (25 basis points), plus, in the case of a majority in (1) and (2), accrued and unpaid interest on the principal amount of such Notes at to but not including the time Outstanding a direction inconsistent with such request, and Redemption Date. For purposes of Clause (iiiii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forthabove, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All following terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]specified meanings:

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series (the "Securities") “Notes”), issued under an indentureIndenture, dated as of March 8September 30, 2002 as amended and supplemented by a third supplemental indenture, dated as of January 15, 2004 2009 (the indenture dated as of March 8, 2002, as so amended and supplemented, herein called the "Original “2009 Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 (herein called the "Fifth Supplemental Indenture"”), among the Company, Radiomóvil Dipsa, S.A. de C.V., a sociedad anónima de capital variable organized and existing under the Guarantor and JPMorgan Chase Banklaws of Mexico (“Telcel,” which term includes any successor Person under the Indenture), N.A.The Bank of New York Mellon, as Trustee (herein called the "“Trustee," ” which term includes any successor trustee under the Indenture), Security Registrar, Paying Agent and Transfer Agent, as amended and supplemented by the Ninth Supplemental Indenture dated as of October 27, 2011 (together with the 2009 Indenture, the “Base Indenture”), among the Company, Telcel and the Trustee, as further supplemented by the Twelfth Supplemental Indenture dated as of February 8, 2012 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) among the Company, the Trustee, The Bank of New York Mellon, London Branch, as London Paying Agent and London Transfer Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Paying Agent and Luxembourg Transfer Agent and reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. The terms, conditions and provisions of this Note are those stated in the Indenture (including those made a part of the Indenture by reference to the Trust Indenture Act) and those set forth in this Note. This Security Note is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed by the Guarantor. 3hereof. Additional notes on terms and conditions identical to those of this Note (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4, in which case the Schedule of Increases and Decreases in Global Note attached hereto shall be correspondingly adjusted. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of the Indenture or of the Notes) payment of principal and premium, if any, or interest need not be made on such date, but may be made on the next succeeding Business Day, unless such payment would thereby fall into the next calendar month, in which case, the Interest Payment Date, Redemption Date or Stated Maturity shall be the immediately preceding Business Day, with the same force and effect as if made on the Interest Payment Date, Redemption Date or at the Stated Maturity, as the case may be; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. In the event of redemption of this Note in part only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments If, by reason of principal and interest in respect of the Notes shall be made without withholding Inconvertibility, Non-transferability or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event of any withholding or deduction for any Foreign TaxesIlliquidity, the Company is not able to satisfy payments of principal, interest or the Guarantor, as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdictionany, on any Notes when due, in whole or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption fromin part, or reduction in the rate ofRenminbi in Hong Kong, the taxCompany may, assessment or other governmental charge and the Company has given the Holders at least 30 days' on giving irrevocable notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or not less than five nor more than 30 Business Days prior to the Paying Agentrelevant payment date, as applicablesettle any such payment, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of in whole or in any part, in U.S. dollars on that payment date at the U.S. Dollar Equivalent of the foregoingamount that was otherwise payable in Renminbi. In such event, with the Company shall make payments in respect to the Indenture or the issuance of the Notes in U.S. dollars, as determined in its discretion, (1) by wire transfer to a U.S. dollar-denominated account maintained by the relevant Holders with a bank in New York City as such account shall have been provided to the Security Registrar and appears on the Security Register or the Guaranty. All references herein or (2) in the Indentureform of U.S. dollar-denominated checks drawn on a bank in New York City by mailing the checks payable to or upon the written order of the relevant Holders to the addresses of such Holders as they appear in the Security Register; provided that, to principal or interest if any date for payment in respect of any Note is not a Business Day, such Holders shall not be deemed entitled to include all Additional Amounts, if any, payable payment until the next following Business Day nor to any interest or other sum in respect of such principal or interest, unless the context otherwise requires, postponed payment. Any such payment made under these circumstances in U.S. dollars shall constitute valid payment in full and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not made. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as constitute a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references in the Indenture and the Notes to principal Default in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references to the Stated Maturity Date of the principal in respect of any Note shall be deemed to mean and include the Redemption Date with respect to any such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail, at any time, as a whole but not in part, at the election of the Company, at a cash price equal to the sum of (i) the principal amount of the Notes being redeemed, (ii) accrued and unpaid current interest thereon to but not including the date fixed for redemption, and (iii) any Additional Amounts (as defined in the Indenture) which would otherwise be payable up to but not including the date fixed for redemption, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insert: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]

Form of Reverse of Note. 1. This Note is one of a duly authorized issue of securities of the Company issued in one or more series designated as its 10 3/8% [Series B]* Senior Subordinated Notes due 2006 (the "SecuritiesNotes"), limited (except as otherwise provided in the Indenture referred to below) in aggregate principal amount to $200,000,000, which may be issued under an indenture (the "Indenture") under an indenture, dated as of March 8September 30, 2002 as amended 1996 between the Company and supplemented by a third supplemental indenture, dated as of January 15, 2004 (the indenture dated as of March 8, 2002Marine Midland Bank, as so amended and supplemented, herein called the "Original Indenture"), as supplemented by a Fifth Supplemental Indenture dated as of January 10, 2006 trustee (herein called the "Fifth Supplemental Indenture"), among the Company, the Guarantor and JPMorgan Chase Bank, N.A., as Trustee (herein called the "Trustee," ", which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made to the Original Indenture, as supplemented by the Fifth Supplemental Indenture (the Original Indenture, as supplemented by the Fifth Supplemental Indenture, herein called the "Indenture"), for a statement of the respective rights, limitations of rights, duties duties, obligations and immunities thereunder of the Company, the Guarantor, the Trustee and the Holders of the Securities Notes, and of the terms upon which the Securities Notes are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof (herein called the "Notes"). 2. The full and punctual payment of the principal and interest and all other amounts payable under this Note is irrevocably and unconditionally guaranteed indebtedness evidenced by the Guarantor. 3. Additional notes on terms Notes is, to the extent and conditions identical to those of this Note may be issued by the Company without the consent of the Holders of the Notes. The amount evidenced by such additional Notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes. 4. If an Event of Default or Illegality Event with respect to Notes shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the manner and with the effect provided in the Indenture. 5. All payments , subordinate and subject in right of principal and interest in respect of the Notes shall be made without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the Cayman Islands or Brazil, or any Successor Jurisdiction or any authority therein or thereof having power to tax ("Foreign Taxes") except payment to the extent that such Foreign Taxes are required by the Cayman Islands, Brazil, such Successor Jurisdiction or any such authority to be withheld or deducted. In the event prior payment in full of any withholding or deduction for any Foreign Taxes, the Company or the Guarantor, all Senior Indebtedness as the case may be, shall pay such additional amounts ("Additional Amounts") as will result in receipt by the Holders of Notes on the respective due dates of such amounts as would have been received by them had no such withholding or deduction (including for any Foreign Taxes payable in respect of Additional Amounts) been required, except that no such Additional Amounts shall be payable with respect to any payment on a Note: (i) to, or to a third party on behalf of, a Holder who is liable for any such taxes, duties, assessments or other governmental charges which would not have been imposed but for (A) a connection between the Holder and the Cayman Islands or Brazil other than the mere holding of such Note and the receipt of payments with respect to such Note or (B) failure by the Holder to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the Cayman Islands, Brazil or a Successor Jurisdiction, or applicable political subdivision or authority thereof or therein having power to tax, of such Holder, if compliance is required by such jurisdiction, or any political subdivision or authority thereof or therein having power to tax as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company has given the Holders at least 30 days' notice that Holders will be required to provide such certification, identification or other requirement; (ii) in respect of any such taxes, duties, assessments or other governmental charges with respect to a Note surrendered (if surrender is required) more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for and notice thereof is given to Holders whichever occurs later, except to the extent that the Holder of such Note would have been entitled to such Additional Amounts on surrender of such Note for payment on the last day of such 30-day period; (iii) in respect of estate, inheritance, gift, sales, transfer, personal property or similar tax, assessment or governmental charge imposed with respect to a Note; (iv) in respect of any tax, assessment or other governmental charge payable otherwise than by deduction or withholding from payments on the Notes or by direct payment by the Company or the Guarantor in respect of claims made against the Company or the Guarantor; (v) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 or any law implementing or complying with, or introduced in order to conform to, such directive; or (vi) in respect of any combination of the above. Solely for purposes of this paragraph 5, the term "Holder" of any Note means the direct nominee of any beneficial owner of such Note, which holds such beneficial owner's interest in such Note. Notwithstanding the foregoing, the limitations on the Company's or the Guarantor's obligation to pay Additional Amounts set forth in clause (i) above shall not apply if (a) the provision of information, documentation or other evidence described in such clause (i) would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a Holder or beneficial owner of a Note (taking into account any relevant differences between U.S. and Cayman Islands or Brazilian law, regulation or administrative practice) than comparable information or other reporting requirements imposed under U.S. tax law (including tax treaties between the United States and the Cayman Islands or Brazil), regulation (including proposed regulations) and administrative practice. The Company or the Guarantor, as the case may be shall promptly provide the Trustee with documentation (which may consist of certified copies of such documentation) satisfactory to the Trustee evidencing the payment of Foreign Taxes in respect of which the Company or the Guarantor has paid any Additional Amounts. Copies of such documentation shall be made available to the Holders of the Notes or the Paying Agent, as applicable, upon request therefor. The Company or the Guarantor, as the case may be shall pay all stamp, issue, registration, documentary or other similar duties, if any, which may be imposed by the Cayman Islands or Brazil or any governmental entity or political subdivision therein or thereof, or any taxing authority of or in any of the foregoing, with respect to the Indenture or the issuance of the Notes or the Guaranty. All references herein or defined in the Indenture, and this Note is issued subject to principal or interest in respect of any Note shall be deemed to include all Additional Amounts, if any, payable in respect of such principal or interest, unless the context otherwise requires, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding reference to Additional Amounts in those provisions hereof where such express mention is not madeprovisions. In the event that Additional Amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the Each Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shallthis Note, by accepting the same, (a) agrees to and shall be bound by such Notesprovisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be deemed necessary or appropriate to have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to effectuate the Company. However, by making such assignment, the Holder makes no representation or warranty that the Company will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto. 6. All references subordination as provided in the Indenture and (c) appoints the Notes Trustee his attorney-in-fact for such purpose. On or before each payment date, the Company shall deliver or cause to principal in respect of any Note shall be deemed to mean and include any Redemption Price payable in respect of such Note pursuant to any redemption right hereunder (and all such references delivered to the Stated Maturity Date of Trustee or the principal Paying Agent an amount in respect of any Note shall be deemed dollars sufficient to mean and include pay the Redemption Date with respect to any amount due on such Redemption Price), and all such references to principal, interest or Additional Amounts shall be deemed to mean and include any amount payable in respect hereof pursuant to Section 10.7 of the Indenture. 7payment date. The Notes are subject to redemption upon not less than 30 nor more than 60 days' notice by mail', written notice, at any timetime on and after October 1, 2001, as a whole but not or in part, at the election of the Company, at a cash price Redemption Price equal to the sum percentage of (i) the principal amount of the Notes being redeemedset forth below, (ii) plus, in each case, accrued and unpaid current interest thereon interest, if any, to but not including the date fixed for redemptionapplicable Redemption Date, and (iii) any Additional Amounts (as defined in if redeemed during the Indenture) which would otherwise be payable up to but not including the date fixed for redemptiontwelve month period beginning October 1, if, as a result of any amendment to, or change in, the laws (or any laws, rules, or regulations thereunder) of the Cayman Islands or Brazil or any political subdivision or taxing authority thereof or therein affecting taxation or any amendment to or change in an official interpretation, administration or application of such laws, rules, or regulations (including a holding by a court of competent jurisdiction), under which amendment or change of such laws, rules, or regulations or the interpretation thereof becomes effective on or after the date of the Fifth Supplemental Indenture, the Company would be obligated, after taking measures the Company considers reasonable to avoid such requirement, to pay Additional Amounts in excess of the Additional Amounts that the Company would be obligated to pay if payments made on the Notes were subject to withholding or deduction of Foreign Taxes at the rate of 15 percent. 8. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each affected series under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each affected series. The Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and (ii) permitting the Holders of a majority in principal amount of the Securities at the time Outstanding of any affected series under the Indenture on behalf of the Holders of all Securities of such series, to waive certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 9. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless (i) such Holder shall have previously given the Trustee written notice of a continuing Event of Default or Illegality Event with respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default or Illegality Event as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and (iii) the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest hereon on or after the respective due dates expressed herein. 10. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any interest on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 11. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration of transfer at the office of the Trustee or agency of the Company in any place where the principal of and any interest on this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes of this Series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 12. Prior to due surrender of this Note for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or of the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note is overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall be affected by notice to the contrary. 13. This Note and the Indenture shall be governed by and construed in accordance with the laws of the State of New York. 14. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 15. [If the Note is a Global Note, then insertyears indicated below: This Note is a Global Note and is subject to the provisions of the Indenture relating to Global Notes.] The following abbreviations, when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT -- [ ]Redemption Year Price ---- -----